Common use of Registration of Transfers and Exchanges Clause in Contracts

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant CertificateSubject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") , upon surrender of such Warrant Certificates at the Warrant Agent's Agent Office (as defined hereinbelow), subject to such reasonable regulations as the Company or the Warrant Agent may prescribeduly endorsed, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or and accompanied by a written instrument completed form of assignment, duly signed by the registered holder or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to at its offices or agency maintained in [_____________] Attention: [_________] (or at such other offices or agencies as may be exchanged at designated by the Warrant Agent's Window, Attention: Transfer Department. The ) (the "Warrant Agent's Window" shall be Agent Office") for the window purpose of exchanging, transferring and exercising the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Warrants or at the address offices of any successor Warrant Agent (appointed as provided in Section 5.03) and which is17 hereof, on with payment of any service charge to be made by the date of this AgreementCompany, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. (b) No Warrants may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws. The Company and the Warrant Agent agree and acknowledge that the Warrants have been effectively registered under the Securities Act of 1933 (Registration Statement on Form S-1 file number 333-203238). The Shares have been registered for issuance upon proper exercise. The Company shall notify the Warrant Agent within one Business Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement. (c) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant Certificates required pursuant to the provisions of this Section 6, and for the purpose of any distribution of Warrant Certificates contemplated by Section 13. (d) In the event of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and the Warrant Agent shall not give effect to such transfer.

Registration of Transfers and Exchanges. Until the Close of Business on the Expiration Date (a) Except as otherwise provided herein or in the Warrant Certificatehereinafter defined), the Warrant Subscription Agent shall from time to time register the transfer of any outstanding Warrant Subscription Certificates upon in the records to be maintained by it for that purpose (the "Warrant Rights Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Departmentof such Subscription Certificates, duly endorsed byendorsed, and, if not surrendered by or on behalf of an original holder of Subscription Certificates or a transferee thereof, accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Subscription Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal EXHIBIT 4.4 ----------- representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company with a correspondent office in The City of New York or by company, (b) a broker or dealer which that is a member of the National Association of Securities Dealers, Inc. (the "NASD"), (c) or by a member of a national securities exchangeexchange or (d) by an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Warrant Subscription Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant transferee. Subscription Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Subscription Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent its offices or agency maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er (or at such other offices or agencies as may be designated by the Agent) for the purpose of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geexchanging, transferring and exercising the Warrant Rights (a "Subscription Agent shall cancel such Warrant CertificateOffice,") or at the offices of any successor Subscription Agent as provided in Section 18 hereof, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one for another Subscription Certificate or more new Warrant other Subscription Certificates of like tenor and representing in the aggregate a like number of unexercised WarrantsRights. The Subscription Agent is hereby authorized to countersign, in accordance with the provisions of Section 5 and of this Section 6, and deliver the new Subscription Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Subscription Certificates contemplated by Section 13.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at duly endorsed or accompanied (if so required by the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied ) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative registered holder or holders thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 (b1) At an opinion of counsel reasonably acceptable to the option 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 Warrantholderlegend 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 this Agreement, Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Windowits principal office, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or which is currently located at the address of any successor Warrant Agent (as provided listed in Section 5.03) and which is17 hereof, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised 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 countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. . The Warrant Certificate will be accompanied by a Prospectus, if any, which Prospectus shall include any Prospectus provided by the Company to the Warrant Agent pursuant to paragraph (bh) At of Section 7. Cancelled Warrant Certificates shall thereafter be disposed of by the option of Warrant Agent in a Warrantholder, manner satisfactory to the Company. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender its corporate trust office in the Borough of Manhattan, The City of New York or at such other location as it may notify the address holders of any successor Warrants that it maintains as its principal office for trust administration (the "Warrant Agent (as provided in Section 5.03Office") and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. No service charge shall be made for any exercise, exchange or registration of transfer 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 countersign, in accordance with the provisions of this Section 6, the new Warrant Certificates required pursuant to the provisions of this Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it the Company at its office designated for that purpose such purposes (the "Warrant Register") at the Warrant Agent's Office (as defined hereinaddress of which is set forth in Section 13 hereof), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at accompanied by the assignment form on the reverse of the Warrant Agent's Window Certificate (as defined hereinthe "Assignment Form"), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, by the Registered Holder(s) (as defined herein) registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 and disposed of by the Company. No transfer or exchange of any Warrant Agentshall be valid unless (x) made in the foregoing manner at such office and (y) registered under the Securities Act of 1933, as amended, or any applicable state securities laws or unless an exemption from registration is available. (b) At The Holders agree that each Warrant Certificate and any certificate representing the option of a WarrantholderWarrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH OTHER SECURITIES LAWS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE APPLICABLE WITH RESPECT TO SUCH DISPOSITION." (c) Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the Holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Upon any sale or transfer of any Warrant Certificate or Warrant Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or in a transaction meeting the requirements of Rule 144 under the Securities Act, 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 legend set forth in Section 4(b) above. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to 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 "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 and disposed of by the Company. The Warrant Agentholders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. (b) At the option of a Warrantholder, " Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised WarrantsWarrants (in denominations representing a multiple of 25,000 shares). Warrant Certificates surrendered for exchange shall be cancelled and disposed of by the Company.

Registration of Transfers and Exchanges. Until the Close of Business on the Expiration Date (a) Except as otherwise provided herein or in the Warrant Certificatehereinafter defined), the Warrant Warrants Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Warrants Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificates, duly endorsed byendorsed, and, if not surrendered by or on behalf of an original holder of Warrant Certificates or a transferee thereof, accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Warrants Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be "medallion" guaranteed by a bank or trust company with a correspondent office in The City an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of New York or by a broker or dealer which is a member of the National Association of Securities Dealers1934, Inc. (the "NASD") or by a member of a national securities exchangeas amended. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Warrants Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent its offices or agency maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er (or at such other offices or agencies as may be designated by the Warrants Agent) for the purpose of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geexchanging, transferring and exercising the Warrants (a "Warrants Agent's Office") or at the offices of any successor Warrants Agent as provided in Section 18 hereof, for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants, and any fractional interest in a Warrant alone shall be of no value whatsoever. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant, to receive any fractional share of securities upon exercise of a Warrant, or to receive any value whatsoever upon exercise of a fractional interest in a Warrant.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Departmentthereof, duly endorsed byendorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, the Registered Holder(s) (as defined hereinregistered holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, of like tenor and representing a like an equal number of unexercised Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its offices maintained for such purpose (the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" location of which shall be provided to the window Company), which shall be south of the Warrant Agent maintained for purposes of transfer and tender ▇▇▇▇▇▇▇▇ Street in the Borough of Manhattan, The City of New York (the "Warrant Agent's Office"), and which are, on the date of this Agreement, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department, or at the address office of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date ). Upon surrender of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geany Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like an equal number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.04(a) or (b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.05, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.04 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, unexercised Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ , Room ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ge, Attention: Tender Department. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at Certificate in the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, Register upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled canceled and disposed of by the Warrant AgentCompany. (b) At The Warrant Holder agrees that prior to any proposed transfer of the option Warrants or of the Warrant Shares, which transfer shall not be to any Person engaged in the Business, if such transfer 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 requested by the Company, deliver to the Company: (1) an investment representation letter 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 in Section 4(c) on the Warrants or the Warrant Shares; (3) an agreement by such transferee that the Company may place a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing notation in the stock books of the Company or a like number of Warrants, upon surrender "stop transfer order" with any transfer agent or registrar with respect to the Warrant Agent Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrants or Warrant Certificates Shares; and (5) except in the case of a transfer pursuant to Rule 144 promulgated pursuant to the Securities Act, or any successor rule, prior to consummating any private sale or transfer of such Warrants or Warrant Shares, the written opinion of reputable legal counsel in form reasonably acceptable to the Company that such sale or transfer is being made in compliance with applicable federal securities laws. (c) The Warrant Holder agrees 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 Securities 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. IN THE CASE OF A SALE OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY, OTHER THAN A SALE PURSUANT TO A VALID REGISTRATION STATEMENT UNDER SAID ACT OR A SALE PURSUANT TO RULE 144 PROMULGATED UNDER SAID ACT, THE HOLDER OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY SHALL PROVIDE TO THE CORPORATION THE WRITTEN OPINION OF REPUTABLE LEGAL COUNSEL IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS." (d) A Warrant Certificate may be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window option of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattanholder thereof, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and when surrendered to the Company shall execute, and the at its office for another Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants.. A Warrant Certificate surrendered for exchange shall be canceled and disposed of by the Company

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Departmentthereof, duly endorsed byendorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined hereinregistered holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its offices maintained for such purpose (the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" location of which shall be provided to the window of the Warrant Agent maintained for purposes of transfer and tender Company), which shall be in the Borough of Manhattan, The City of New York or at (the address of any successor "Warrant Agent (as provided in Section 5.03) Agent's Office"), and which is, on the date of this Agreement, Chemical Bank/Geoserve[Warrant Agent's address], Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041or at the office of any successor Warrant Agent (as provided in Section 5.3). ▇▇▇▇ ▇▇▇▇▇▇▇er Upon surrender of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geany Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 1.2 and 1.031.3, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.4(a) or 1.4(b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.5, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.4 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the Warrant Certificate, office of the Warrant Agent shall from time to time a register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein)in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. The Warrant Agent shall not be required to register the transfer of any Warrant bearing the Private Placement Legend that does not comply with the provisions of the Private Placement Legend. No such transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register. Prior to the registration of any transfer of Warrants by a holder as provided herein, the Company, the Warrant Agent, and any agent of the Company may prescribetreat the person in whose name the Warrants are registered as the owner thereof for all purposes and as the person entitled to exercise the rights represented thereby, upon surrender thereof any notice to the contrary notwithstanding. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer or to exchange them for an equal amount of Warrants of other authorized denominations, the Warrant Agent shall register such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments request. No service charge shall be made for any registration of transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in form satisfactory to the connection with any registration of transfer of Warrants. (b) The Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to this Section 5. The Company shall have the Company duly executed byright to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature giving of reasonable written notice to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (bc) At Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the option of a WarrantholderWarrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in this Section 5 in case of an exchange, Section 6 hereof in case of the exercise of less than all the Warrants represented thereby or Section 8 hereof in case of a mutilated Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct. (d) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5. (e) No service charge shall be exchanged made for registration of transfer or exchange upon surrender of any Warrant Certificate at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window office of the Warrant Agent maintained for purposes that purpose. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer and tender in the Borough or exchange of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised WarrantsCertificates.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or No Warrant may be transferred prior to the Restricted Period Termination Date except in a Permitted Transfer. Prior to the Restricted Period Termination Date, the Warrant CertificateAgent shall not register the transfer of any outstanding Warrant Certificate except a Permitted Transfer. Following the Restricted Period Termination Date until the Close of Business on the Expiration Date (as hereinafter defined), the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificates, duly endorsed byendorsed, and, if not surrendered by or on behalf of an original holder of Warrants or a Permitted Transferee accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company with a correspondent office in The City of New York or by company, (b) a broker or dealer which that is a member of the National Association of Securities Dealers, Inc. (the "NASD"), (c) or by a member of a national securities exchangeexchange or (d) by an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and transferee. For purposes of this Agreement the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's WindowRestricted Period Termination Date" shall be the window earlier of the Warrant Agent maintained for purposes of transfer and tender in the Borough of ManhattanOctober 3, The City of New York 1995 or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date on which a registration statement under the Securities Act of this Agreement1933, Chemical Bank/Geoserveas amended (the "Securities Act"), Corporate Trust covering the Warrants and Shares shall have been declared effective by the Securities Windowand Exchange Commission (the "SEC"), 55 Water Streetand such other action as may be required by federal or state law relating to the issuance or distribution of securities shall have been taken, Room 234, North Building, New York, New York 10041. except that with respect to Warrants issued to or held by ▇▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇or A/S Swekk or holders who acquire such warrants from ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geor A/S Swekk in a Permitted Transfer, the Warrant Agent Restricted Period Termination Date shall cancel such Warrant Certificatebe October 3, 1997. For purposes of this Agreement a "Permitted Transfer" shall be any of the following: (i) a transfer by operation of law, (ii) a transfer pursuant to applicable laws of descent and distribution, and (iii) a transfer to the Company shall executeowners of an entity holder upon the liquidation of such entity; provided, and however, that the Warrant Agent shall countersign and deliver, restrictions contained in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants.this -------- -------

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At . Cancelled Warrant Certificates shall thereafter be disposed of by the option of Warrant Agent in a Warrantholder, manner satisfactory to the Company. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender its corporate trust office in the Borough of Manhattan, The City of New York or at such other location as it may notify the address holders of any successor Warrants that it maintains as its principal office for trust administration (the "Warrant Agent (as provided in Section 5.03Office") and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. No service charge shall be made for any exercise, exchange or registration of transfer 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 countersign, in accordance with the provisions of this Section 6, the new Warrant Certificates required pursuant to the provisions of this Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the Warrant Certificate, office of the Warrant Agent shall from time to time a register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein)in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. The Warrant Agent shall not be required to register the transfer of any Warrant bearing the Restrictive Legend that does not comply with the provisions of the Restrictive Legend. No such transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register. Prior to the registration of any transfer of Warrants by a holder as provided herein, the Company, the Warrant Agent, and any agent of the Company may prescribetreat the person in whose name the Warrants are registered as the owner thereof for all purposes and as the person entitled to exercise the rights represented thereby, upon surrender thereof any notice to the contrary notwithstanding. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer or to exchange them for an equal amount of Warrants of other authorized denominations, the Warrant Agent shall register such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates at the Warrant Agent's Window request. (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the b) The Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to this Section 7. The Company shall have the Company duly executed byright to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature giving of reasonable written notice to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (bc) At Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the option of a WarrantholderWarrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in this Section 7 in case of an exchange, Section 12 hereof in case of the exercise of less than all the Warrants represented thereby or Section 14 hereof in case of a mutilated Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct. (d) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 7 and of Section 5 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 7. (e) No service charge shall be exchanged made for registration of transfer or exchange upon surrender of any Warrant Certificate at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window office of the Warrant Agent maintained for purposes that purpose. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer and tender in the Borough or exchange of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised WarrantsCertificates.

Registration of Transfers and Exchanges. Until the Close of Business on the Expiration Date (a) Except as otherwise provided herein or in the Warrant Certificatehereinafter defined), the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Warrants Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificates, duly endorsed byendorsed, and, if not surrendered by or on behalf of an original holder of Warrant Certificates or a transferee thereof, accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company with a correspondent office in The City of New York or by company, (b) a broker or dealer which that is a member of the National Association of Securities Dealers, Inc. (the "NASD"), (c) or by a member of a national securities exchangeexchange or (d) an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent at its offices or agency maintained in Dallas, Texas (or at such other offices or agencies as may be designated by the Agent) for the purpose of exchanging, transferring and exercising the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The Warrants (a "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Office,") or at the address offices of any successor Warrant Agent (as provided in Section 5.03) and which is18 hereof, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants, and any fractional interest in a Warrant alone shall be of no value whatsoever. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant, to receive any fractional share of securities upon exercise of a Warrant, or to receive any value whatsoever upon exercise of a fractional interest in a Warrant.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificates, duly endorsed byendorsed, or and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company with a correspondent office in The City of New York or by company, (b) a broker or dealer which that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by (c) a member of a national securities exchange. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged at the option of the holder or holders thereof, when surrendered to the Warrant Agent at its offices or agency maintained for the purpose of exchanging, transferring and exercising the Warrants (a "Warrant Agent Office") or at the offices of any successor Warrant Agent as provided in Section 16 hereof, for another Warrant Certificate or other Warrant Certificates, Certificates of like tenor representing in the aggregate a like number of Warrants. The Warrant Agent is hereby authorized to countersign, upon surrender in accordance with the provisions of this Section 5 and of Section 4, and deliver the new Warrant Certificates required pursuant to the provisions of this Section. No service charge shall be made for any exchange or registration of transfer of Warrant Agent Certificates, but the Company may require payment of the a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates to be exchanged at the Warrant Agent's Windoware surrendered for exchange or registration of transfer, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window an authorized officer of the Warrant Agent maintained for purposes of transfer shall mutually countersign and tender in deliver to the Borough of Manhattanperson or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such not be required to effect any exchange or registration of transfer that will result in the issuance of a Warrant CertificateCertificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the Company shall execute, and same benefits under this Agreement as the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificates surrendered for such exchange or more new Warrant Certificates registration of like tenor and representing a like number of unexercised Warrantstransfer.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, unexercised Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. 5▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ , Room 2▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ge, Attention: Tender Department. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal office (athe "Register Office") Except as otherwise provided herein a register in which the Company shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder's option. The Company shall from time to time promptly register the transfer of any outstanding Warrant Certificates upon certificates, in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates in accordance with the provisions of this Section 6 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent.holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange before registering any such transfer or exchange or issuing or delivering any Warrant certificates. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant holder as the owner for all purposes. The Warrant holders agree that they shall give five (5) Business Days prior written notice to the Company of 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 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: (a) an opinion of counsel reasonably acceptable to the Company that the Warrant or Warrant Shares may be transferred without registration under the Securities Act or (b) At in the option case of a Warrantholdertransfer (x) to a "qualified institutional buyer" (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, (y) to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or (z) outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are customary for such transactions and reasonably requested by the Company to demonstrate compliance with such exemption from the Act; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant Certificates or the Warrant Shares to the extent required; and (3) an agreement by such transferee to be bound by the provisions of this Agreement. In addition to any other legend which may be exchanged for other required by applicable law, each Warrant Certificates, certificate representing a like number of Warrants, Warrants and each certificate representing Warrant Shares issued upon surrender to the Warrant Agent exercise or exchange of the Warrant Certificates shall have endorsed, to be exchanged at the Warrant Agent's Windowextent appropriate, Attentionupon its face the following words: Transfer DepartmentTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of ManhattanSUCH SECURITIES MAY NOT BE OFFERED, The City of New York or at the address of any successor Warrant Agent SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (as provided in Section 5.03I) and which isA REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, on the date of this AgreementOR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, Chemical Bank/GeoserveOR APPLICABLE STATE SECURITIES LAW, Corporate Trust Securities WindowRELATING TO THE DISPOSITION OF SECURITIES, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised WarrantsINCLUDING RULE 144.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the initial issuance and any transfer of any outstanding Warrant Certificates upon the records made in accordance with SECTION 5 hereof in a Warrant register to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; PROVIDED, HOWEVER, that prior to effecting such signature transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be guaranteed bound by a bank or trust company with a correspondent office in The City the terms of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethis Agreement. 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. Until the Warrant Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in the Warrant register as the absolute owner of the Warrant Certificate 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 Warrant AgentHolders during normal business hours at its office. (b) At By acceptance thereof, the option Holders agree that, unless and until the Company shall receive an opinion of a Warrantholdercounsel, reasonably satisfactory to it in form, scope and substance that such is not necessary to ensure compliance with the securities laws, each Warrant Certificate and, subject to SECTION 23 hereof, each certificate representing Warrant Units, 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 FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT AGREEMENT, DATED AS OF JUNE 30, 2000, BETWEEN CORNERSTONE PROPANE PARTNERS, L.P. (THE "COMPANY") AND NORTHWESTERN CORPORATION, A COPY OF WHICH IS 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 THAT AGREEMENT AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENT SHALL BE INVALID." (c) Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number at the option of Warrants, upon surrender the Holder(s) thereof when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants, including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Units purchasable upon exercise of the Warrants. Warrant Certificates surrendered for exchange shall be canceled.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, transfer a new Warrant Certificate Certificate(s) of like tenor and representing in the aggregate the number of Warrants transferred, shall be issued to the transferee(s) ), and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) At the option of a WarrantholderAny Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates may evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be exchanged for other issued. Upon presentation and surrender of any Warrant Certificates, representing together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of WarrantsWarrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon surrender the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in a manner satisfactory to the Company. (c) The Warrant Agent of the Warrant Certificates is hereby authorized to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 the provisions of this Section 6 and 1.03of Section 5 hereof, one or more the new Warrant Certificates required pursuant to the provisions of like tenor this Section 6. (a) Subject to the terms of this Agreement, each Holder shall have the right, upon payment of the Exercise Price in accordance with the terms of this Agreement, from and representing a like after the date of issuance of such Warrants until 5:00 p.m., New York City time, on the Expiration Date, to receive from the Warrant Agent on behalf of the Company the number of unexercised fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants. Each Warrant not exercised on or before 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) The Warrants may be exercised during normal business hours on any Business Day on or prior to the Expiration Date upon surrender to the Warrant Agent on behalf of the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrants to be exercised with the form of subscription to purchase on the reverse thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price for the number of Warrant Shares specified in the subscription form shall be made by wire transfer or by certified or official bank check payable to the order of the Company in immediately available funds in lawful money of the United States of America. (c) Upon surrender of Warrants in accordance with this Section 7, and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Warrant Agent shall deliver or cause to be delivered, as promptly as possible thereafter, but in any event within three (3) Business Days of receipt of such surrender and payment, to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, and, to the extent possible, certificates representing the Warrant Shares or such other securities shall be in such denomination(s) as such Holder shall request, and registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver or cause to be delivered such evidence of ownership and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13 hereof. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder. (d) The Warrants shall be exercisable either in full or from time to time in part and, in the event that a Warrant Certificate is surrendered to the Warrant Agent for exercise of fewer than all of the Warrants represented by such Warrant Certificate at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants but otherwise identical to the surrendered Warrant Certificate will be issued by the Company, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate pursuant to the provisions of this Section 7 and of Section 4 hereof as promptly as possible, but in any event within three (3) Business Days of receipt of the certificate evidencing the Warrants, 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 purpose. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to such Warrants exercised and concurrently pay to the Company as promptly as practicable, but in any event within five (5) Business Days of receipt, all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at Certificate in the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, Register upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled canceled and disposed of by the Warrant AgentCompany. (b) At The Warrant Holders agree that prior to any proposed transfer of the option Warrants or of the Warrant Shares, which transfer shall not be to any Person engaged in the Business, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant Holder(s) will, if requested by the Company, deliver to the Company: (1) an investment representation letter 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 in Section 4(c) on the Warrants or the Warrant Shares; (3) an agreement by such transferee that the Company may place a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing notation in the stock books of the Company or a like number of Warrants, upon surrender "stop transfer order" with any transfer agent or registrar with respect to the Warrant Agent Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrants or Warrant Certificates Shares; and (5) except in the case of a transfer pursuant to Rule 144 promulgated pursuant to the Securities Act, or any successor rule, prior to consummating any private sale or transfer of such Warrants or Warrant Shares, the written opinion of reputable legal counsel in form reasonably acceptable to the Company that such sale or transfer is being made in compliance with applicable federal securities laws. (c) 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 Securities 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. IN THE CASE OF A SALE OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY, OTHER THAN A SALE PURSUANT TO A VALID REGISTRATION STATEMENT UNDER SAID ACT OR A SALE PURSUANT TO RULE 144 PROMULGATED UNDER SAID ACT, THE HOLDER OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY SHALL PROVIDE TO THE CORPORATION THE WRITTEN OPINION OF REPUTABLE LEGAL COUNSEL IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS." (d) A Warrant Certificate may be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window option of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattanholder(s) thereof, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and when surrendered to the Company shall execute, and the at its office for another Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants.. A Warrant Certificate surrendered for exchange shall be canceled and disposed of by the Company

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to 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 "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 and disposed of by the Company. The Warrant Agentholders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. (b) At the option of a Warrantholder, " Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants (in denominations representing a multiple of 25,000 shares). Warrant Certificates surrendered for exchange shall be cancelled and disposed of by the Company. If, at the time of the surrender of any of the Warrants in connection with any exercise, transfer, or exchange of any of the Warrants, the Company may require, as a condition of allowing such exercise, transfer or exchange that the holder or transferee of the Warrants, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such exercise, transfer, or exchange may be made without registration under the Securities Act of 1933, as amended (the "Securities Act").

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding the Global Warrant Certificates upon Certificate in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or of the Warrant Agent may prescribeonly to the Depository, to a nominee of the Depository, to a successor Depository, or to a nominee of a successor Depository, upon surrender thereof at the of such Global Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificate, duly endorsed by, or and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, signed by the Registered Holder(s) (as defined herein) registered holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the designated transferee a new Global Warrant Certificate shall be issued to the transferee(s) of like tenor and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing evidencing a like number of Warrants, upon surrender Unexercised Warrants (as defined in Section 2.3(a)) as evidenced by the Global Warrant Certificate at the time of such registration of transfer. The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof when surrendered to the Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Warrant Certificates to be exchanged at the Warrant Agent's WindowWarrants, Attention: Transfer Department. The "Warrant Agent's Window" which shall be the window south of the Warrant Agent maintained for purposes of transfer and tender ▇▇▇▇▇▇▇▇ Street in the Borough of Manhattan, The City of New York or at (the address of any successor "Warrant Agent (as provided in Section 5.03) Office"), and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building__________________, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er ________, Attention: ______________________, or at the office of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the any successor Warrant Agent shall cancel such as provided in Section 5.3, for another Global Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates Certificate of like tenor and representing a like number of unexercised Unexercised Warrants.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant CertificateSubject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") , upon surrender of such Warrant Certificates at the Warrant Agent's Agent Office (as defined hereinbelow), subject to such reasonable regulations as the Company or the Warrant Agent may prescribeduly endorsed, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or and accompanied by a written instrument completed form of assignment, duly signed by the registered holder or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to at its offices or agency maintained in _____________ Attention: __________(or at such other offices or agencies as may be exchanged at designated by the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be ) (the window of the “Warrant Agent maintained Office”) for purposes the purpose of transfer exchanging, transferring and tender in exercising the Borough of Manhattan, The City of New York Warrants or at the address offices of any successor Warrant Agent (appointed as provided in Section 5.03) and which is17 hereof, on the date without payment of this Agreementany service charge, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. (b) No Warrants may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws. The Company and the Warrant Agent agree and acknowledge that the Warrants have been effectively registered under the Securities Act (Registration Statement on Form S-1 (File No. 333-202602)). The Shares have been registered for issuance upon proper exercise. The Company shall notify the Warrant Agent within one Business Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement. (c) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant Certificates required pursuant to the provisions of this Section 6, and for the purpose of any distribution of Warrant Certificates contemplated by Section 13. (d) In the event of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and the Warrant Agent shall not give effect to such transfer.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant CertificateIn accordance with this Section 7, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇Smit▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇rant Certificate shall be canceled by the Warrant Agent. Canceled Smit▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇rant Certificates shall thereafter be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure and in accordance with applicable law. Smit▇ ▇▇▇▇▇▇ ▇ge▇▇rant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one at its office for another Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificate or more new Warrant other Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates of like tenor and representing in the aggregate a like number of unexercised WarrantsSmit▇ ▇▇▇▇▇▇ ▇▇▇rants. Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates surrendered for exchange shall be canceled by the Warrant Agent. Such canceled Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates or any issuance of Smit▇ ▇▇▇▇▇▇ ▇▇▇rant 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 countersign, in accordance with the provisions of this Section 7 and Section 5, the new Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates required pursuant to the provisions of this Section 7.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal corporate office (athe "Register Office") Except a register in which, subject to such reasonable regulations as otherwise provided herein it may prescribe, the Company shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder's option. The Company shall from time to time register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent. (b) At holder or his attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the option Company may require payment of a Warrantholder, Warrant Certificates sum sufficient to cover any stamp or other governmental charge or tax which may be exchanged imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for other Warrant Certificatesany purpose and as the Person entitled to exercise the rights represented thereby, representing a like number of Warrants, upon surrender or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant Agent holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant Certificates shall have endorsed, to be exchanged at the Warrant Agentextent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 PROVIDED, IF SO REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days' prior written notice (a "Transfer Notice") to the Company of such holder's Windowintention to effect such transfer, Attention: Transfer Department. The "Warrant Agent's Window" describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the window Company, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act. After receipt of the Warrant Agent maintained for purposes of transfer Transfer Notice and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geopinion, the Warrant Agent Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall cancel thereupon, subject to compliance with the other restrictions on transfer contained herein, be entitled to transfer such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliverWarrants, in accordance with Sections 1.02 the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legends set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and 1.03its counsel), one or more new Warrant Certificates such legend is not required in order to ensure compliance with the Securities Act. The holder of like tenor and representing a like number the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of unexercised Warrantsnotice from the Company under this Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to 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 "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such signature transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be guaranteed bound by a bank or trust company with a correspondent office in The City the terms of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethis Agreement. 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 and disposed of by the Company. Until the Warrant AgentCertificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in the Warrant register as the absolute owner of the Warrant Certificate 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) At The Warrants shall be transferable in whole or in part and, in the option event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a Warrantholdernew 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: (i) as 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 (ii) 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. (d) 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 REASONABLY ACCEPTABLE TO THE COMPANY) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." (e) Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant Securities and the Securities Legend requirement set forth 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 Securities, the Holder thereof shall be entitled to receive from 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 ______________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." (f) 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 JANUARY 17, 2003, BETWEEN CREATIVE HOST SERVICES, INC. (THE "COMPANY") AND ING CAPITAL LLC (THE "PURCHASER"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN 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." (g) Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number at the option of Warrants, upon surrender the Holder(s) thereof when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants, including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Shares purchasable upon exercise of the Warrants. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "“Warrant Register"”) at the Warrant Agent's Office (as defined herein)’s Transfer Office, subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: ’s Transfer DepartmentOffice, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") NASD or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: ’s Transfer DepartmentOffice. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address Upon surrender of any successor unexercised Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geCertificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03Section 1.05, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.06(a) or (b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.07, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.06 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

Registration of Transfers and Exchanges. (a) Except as --------------------------------------- otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding the Global Warrant Certificates upon Certificate in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or of the Warrant Agent may prescribeonly to the Depositary, to a nominee of the Depositary, to a successor Depositary, or to a nominee of a successor Depositary, upon surrender thereof at the of such Global Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificate, duly endorsed by, or and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, signed by the Registered Holder(s) (as defined herein) registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, the Company shall execute and the Warrant Agent shall authenticate and deliver in the name of the designated transferee a new Global Warrant Certificate shall be issued to the transferee(s) of like tenor and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing evidencing a like number of Warrants, upon surrender Unexercised Warrants as evidenced by the Global Warrant Certificate at the time of such registration of transfer. The Global Warrant Certificate may be transferred as provided above at the option of the Holder thereof when surrendered to the Warrant Agent at its office or agency maintained for the purpose of transferring and exercising any of the Warrant Certificates to be exchanged at the Warrant Agent's WindowWarrants, Attention: Transfer Department. The "Warrant Agent's Window" which shall be the window south of the Warrant Agent maintained for purposes of transfer and tender ▇▇▇▇▇▇▇▇ Street in the Borough of Manhattan, The City of New York or at (the address of any successor "Warrant Agent (as provided in Section 5.03) Office"), and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ , ▇▇▇ ▇▇▇▇, ▇▇ge▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services, or at the office of any successor Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliveras provided in Section 5.03, in accordance with Sections 1.02 and 1.03, one or more new exchange for another Global Warrant Certificates Certificate of like tenor and representing a like number of unexercised Unexercised Warrants. At any time, "Unexercised Warrants" shall mean all Warrants which have not been exercised pursuant to Article II herein.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, transfer a new Warrant Certificate Certificate(s) of like tenor and representing in the aggregate the number and series of Warrants transferred, shall be issued to the transferee(s) ), and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number and series of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) At the option Any Warrant Certificate of a Warrantholderparticular series may be exchanged, subdivided or combined with other Warrant Certificates may of the same series evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be exchanged issued. Upon presentation and surrender of any Warrant Certificates of a particular series, together with such written notice, for other exchange, subdivision or combination of such Warrant Certificates, representing the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of the same series and like tenor entitling the Holder(s) thereof to purchase the same aggregate number of WarrantsWarrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon surrender the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in a manner satisfactory to the Company. (c) The Warrant Agent of the Warrant Certificates is hereby authorized to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 the provisions of this Section 6 and 1.03of Section 5 hereof, one or more the new Warrant Certificates required pursuant to the provisions of like tenor and representing a like number of unexercised Warrantsthis Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in Upon notice from the Warrant CertificateCompany, the Warrant Agent shall from time to time 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 (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At . Cancelled Warrant Certificates shall thereafter be disposed of by the option Warrant Agent in its customary manner. Subject to the terms of a Warrantholderthe Warrant Certificates, Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Windowits principal corporate trust office, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or which is currently located at the address of any successor Warrant Agent (as provided listed in Section 5.03) and which is12 hereof, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised 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 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "“Warrant Register"”) at the Warrant Agent's Office (as defined herein)’s Transfer Office, subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: ’s Transfer DepartmentOffice, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a FINRA member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: ’s Transfer DepartmentOffice. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address Upon surrender of any successor unexercised Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geCertificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03Section 1.05, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.06(a) or (b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.07, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.06 not involving any transfer.

Registration of Transfers and Exchanges. 5.1 The Global Warrants shall initially be represented by one or more global warrant certificates (a“Global Warrant Certificates”) deposited with the Depository and registered in the name of [Cede & Co.], a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in 5.2 below, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii) institutions that have accounts with the Depository. 5.2 If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, each Issuer may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and each Issuer shall instruct the Warrant Agent to deliver to the Depository definitive warrant certificates (“Definitive Warrant Certificates”) in physical form evidencing such Warrants. 5.3 A Warrant Certificate may be transferred at the option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the relevant Issuer and the Warrant Agent; provided, however, that except as otherwise provided herein or in the any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the Warrant Agent shall from time Depository, to time register another nominee of the transfer of any outstanding Warrant Certificates upon the records Depository, to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed bya successor depository, or accompanied by to a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member nominee of a national securities exchangesuccessor depository. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in accordance with Sections 1.02 3 and 1.03Section 4, one in the name of the designated transferee a new Warrant Certificate or more new Warrant Certificates of like tenor and representing any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 5.4 Upon surrender at the corporate office of the Warrant Agent (the “Warrant Agent Office”) or at the office of any successor Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the relevant Issuer and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificates. 5.5 The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 5, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to receive. 5.6 No service charge shall be made for any transfer or exchange of Warrant Certificates, but the relevant Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such transfer or exchange.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Departmentthereof, duly endorsed byendorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined hereinregistered holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its offices maintained for such purpose (the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" location of which shall be provided to the window of the Warrant Agent maintained for purposes of transfer and tender Company), which shall be in the Borough of Manhattan, The City of New York (the "Warrant Agent's Office"), and which is, on the date of this Agreement, [ ], Attention: [ ] or at the address office of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date ). Upon surrender of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geany Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.04(a) or 1.04(b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.05, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.04 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant CertificateSubject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") , upon surrender of such Warrant Certificates at the Warrant Agent's Agent Office (as defined hereinbelow), subject to such reasonable regulations as the Company or the Warrant Agent may prescribeduly endorsed, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or and accompanied by a written instrument completed form of assignment, duly signed by the registered holder or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder or holders thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Windowits offices or agency maintained in American Stock Transfer & Trust Company, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of ManhattanLLC, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. 6▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ , ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, Attention: Corporate Trust Department (or at such other offices or agencies as may be designated by the Warrant Agent shall cancel such Warrant Certificate, and Agent) (the Company shall execute, and the "Warrant Agent shall countersign Office") for the purpose of exchanging, transferring and deliverexercising the Warrants or at the offices of any successor Warrant Agent appointed as provided in Section 17 hereof, in accordance with Sections 1.02 and 1.03without payment of any service charge, one for another Warrant Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. (b) No Warrants may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws. The Company and the Warrant Agent agree and acknowledge that the Warrants have been effectively registered under the Securities Act of 1933 (Registration Statement on Form S-1 file number 333-196091). The Shares have been registered for issuance upon proper exercise. The Company shall notify the Warrant Agent within one Business Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement. (c) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant Certificates required pursuant to the provisions of this Section 6, and for the purpose of any distribution of Warrant Certificates contemplated by Section 13. (d) In the event of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and the Warrant Agent shall not give effect to such transfer.

Registration of Transfers and Exchanges. 5.1 The Global Warrants shall initially be represented by one or more global warrant certificates (aGlobal Warrant Certificates) deposited with the Depository and registered in the name of [Cede & Co.], a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in 5.2 below, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii) institutions that have accounts with the Depository. 5.2 If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, each Issuer may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and each Issuer shall instruct the Warrant Agent to deliver to the Depository definitive warrant certificates (Definitive Warrant Certificates) in physical form evidencing such Warrants. 5.3 A Warrant Certificate may be transferred at the option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the relevant Issuer and the Warrant Agent; provided, however, that except as otherwise provided herein or in the any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the Warrant Agent shall from time Depository, to time register another nominee of the transfer of any outstanding Warrant Certificates upon the records Depository, to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed bya successor depository, or accompanied by to a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member nominee of a national securities exchangesuccessor depository. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in accordance with Sections 1.02 3 and 1.03Section 4, one in the name of the designated transferee a new Warrant Certificate or more new Warrant Certificates of like tenor and representing any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 5.4 Upon surrender at the corporate office of the Warrant Agent (the Warrant Agent Office) or at the office of any successor Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the relevant Issuer and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the relevant Issuer shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificates. 5.5 The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 5, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to receive. 5.6 No service charge shall be made for any transfer or exchange of Warrant Certificates, but the relevant Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such transfer or exchange.

Registration of Transfers and Exchanges. Holdings shall cause to be kept at its principal office (athe "Register Office") Except a register in which, subject to such reasonable regulations as otherwise provided herein it may prescribe, Holdings shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder's option. Holdings shall from time to time promptly register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by Holdings. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to Holdings in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, Holdings shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates shall be the valid obligations of Holdings, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by Holdings) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent. (b) At the option holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but Holdings may require payment of a Warrantholder, Warrant Certificates sum sufficient to cover any stamp or other governmental charge or tax which may be exchanged imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by Holdings and all other Persons dealing therewith as the absolute owner thereof for other Warrant Certificatesany purpose and as the Person entitled to exercise the rights represented thereby, representing a like number of Warrants, upon surrender or to the transfer thereof on the register of Warrants maintained by Holdings, any notice to the contrary notwithstanding; but until such transfer on such register, Holdings may treat the registered Warrant Agent holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant Certificates shall have endorsed to be exchanged at the Warrant Agentextent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE HOLDINGS OPERATING AGREEMENT OF AMERICAN REPROGRAPHICS HOLDINGS, L.L.C. ("HOLDINGS"), DATED AS OF APRIL 10, 2000, AND INVESTOR UNITHOLDERS AGREEMENT OF HOLDINGS, DATED AS OF APRIL 10, 2000, COPIES OF EACH OF WHICH MAY BE OBTAINED FROM HOLDINGS. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF HOLDINGS UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTS. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days' prior written notice (a "Transfer Notice") to Holdings of such holder's Windowintention to effect such transfer, Attention: Transfer Department. The "Warrant Agent's Window" describing the manner and circumstances of the proposed transfer, and, if requested by Holdings, obtain from counsel to such holder, who shall be reasonably satisfactory to Holdings, an opinion that the window proposed transfer of such Warrants may be effected without registration under the Securities Act, unless such requirement is waived by Holdings. After receipt of the Warrant Agent maintained for purposes Transfer Notice and opinion (unless waived by Holdings), Holdings shall, within five days thereof, so notify the holder of such Warrants and such holder shall thereupon, subject to compliance with the other restrictions on transfer and tender in the Borough of Manhattancontained herein, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel be entitled to transfer such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliverWarrants, in accordance with Sections 1.02 the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legend with respect to the Securities Act set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to Holdings and 1.03its counsel), one such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of notice from Holdings under this Section 6. In addition to the transfer restrictions set forth in the preceding paragraph, no Warrants may be transferred in violation of the Holdings Operating Agreement or more new the Co-Sale Agreement, as long as they remain in effect. So long as the Holdings Operating Agreement and the Co-Sale Agreement remain in effect, each transferee of any Warrant, as a condition to such transfer, shall become a party to the Holdings Operating Agreement and to the Co-Sale Agreement and agree to be bound by their respective terms. Each Warrant Certificates of like tenor issued upon such transfer shall bear the restrictive legend with respect to the Holdings Operating Agreement and representing a like number of unexercised Warrantsthe Co-Sale Agreement set forth above, unless the Holdings Operating Agreement and the Co-Sale Agreement shall terminate in accordance with their respective terms.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at duly endorsed or accompanied (if so required by the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied ) by a written instrument or instruments of transfer in the form satisfactory to attached hereto as Exhibit B (the Warrant Agent and the Company “Transfer Form”), duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative registered holder or holders thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate or Warrant Certificates representing in the aggregate the same number of Warrants 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, and the Warrant Agent shall certify such disposal to the Company. 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: (b1) At an opinion of counsel satisfactory to the option 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 satisfactory to the Company signed by the proposed transferee; (3) the Warrant Certificate accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Company or the Warrant Agent may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Company or the Warrant Agent; (4) an agreement by such transferee to the placement of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (5) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each certificate representing Warrant Shares will bear a Warrantholderlegend 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 AND THE WARRANT AGENT HAVE 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 this Agreement, Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent at its principal office, which is currently located at the address listed in Section 17 hereof, for other Warrant Certificates representing in the aggregate the same 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 exchanged at so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent's Window, Attention: Transfer Department. The "Such cancelled Warrant Agent's Window" Certificates shall then be the window disposed of the by such Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall executeits customary manner, and the Warrant Agent shall countersign and delivercertify such disposal to the Company. The Warrant Agent is hereby authorized to countersign, in accordance with Sections 1.02 the provisions of this Section 5 and 1.03of Section 4 hereof, one or more the new Warrant Certificates required pursuant to the provisions of like tenor this Section 5. The Warrant Agent shall keep or cause to be kept books in which it shall register Warrant Certificates in accordance with Section 3 and representing transfers, exchanges and cancellations of outstanding Warrant Certificates in accordance with this Section 5 or Section 6 (the “Warrant Register”) and shall provide a like number copy of unexercised Warrantssuch Warrant Register to the Company. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding the Global Warrant Certificates upon Certificate in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or of the Warrant Agent may prescribeonly to the Depository, to a nominee of the Depository, to a successor Depository or to a nominee of a successor Depository, upon surrender thereof at the of such Global Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificate, duly endorsed by, or and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, signed by the Registered Holder(s) (as defined herein) registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which firm that is a member of the New York, Chicago or Pacific Stock Exchange or the National Association of Securities Dealers, Inc. (the "NASD") or by a member of commercial bank or trust company having an office or correspondent in the United States which is a national securities exchangeparticipant in an approved Signature Guarantee Medallion Program. Upon any such registration of transfer, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the designated transferee a new Global Warrant Certificate shall be issued to the transferee(s) of like tenor and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing evidencing a like number of Warrants, upon surrender unexercised Warrants as evidenced by the Global Warrant Certificate at the time of such registration of transfer. The Global Warrant Certificate may be transferred as provided above at the option of the Holder thereof when surrendered to the Warrant Agent at its office or agency maintained for the purpose of transferring and exercising the Warrant Certificates to be exchanged at the Warrant Agent's WindowWarrants, Attention: Transfer Department. The "Warrant Agent's Window" which shall be the window south of the Warrant Agent maintained for purposes of transfer and tender ▇▇▇▇▇▇▇▇ Street in the Borough of Manhattan, The City of New York or at (the address of any successor Warrant Agent (as provided in Section 5.03) "WARRANT AGENT OFFICE"), and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building______________, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er ____________ , Attention: [Corporate Trust Department], or at the office of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the any successor Warrant Agent shall cancel such as provided in Section 5.03, for another Global Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates Certificate of like tenor and representing a like number of unexercised Warrants.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with Section 5 hereof in a Warrant register to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such signature transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be guaranteed bound by a bank or trust company with a correspondent office in The City the terms of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethis Agreement. 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. Until the Warrant Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in the Warrant register as the absolute owner of the Warrant Certificate 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 Warrant AgentHolders for a proper purpose during normal business hours at its office. (b) At The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the option 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 FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF JANUARY 27, 1998, BETWEEN ADMINISTAFF, INC. (THE "COMPANY") AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF MARCH __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH __ 1998, BETWEEN 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." (c) If the holder of a Warrantholderthe Warrants or Warrant Stock delivers, in accordance with Section 8(e) of the Purchase Agreement, to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. If the Company is not required to deliver new certificates for such Warrants or Warrant Stock not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in Section 5(b) hereof with respect to Warrants and Section 8(b) of the Purchase Agreement with respect to Warrant Stock. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number at the option of Warrants, upon surrender the Holder(s) thereof when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants, including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Shares purchasable upon exercise of the Warrants. Warrant Certificates surrendered for exchange shall be canceled.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent 5.1 The Company shall from time to time register the transfer of any outstanding Series B Warrant Certificates upon on the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. In all cases of transfer by an attorney, such signature the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be guaranteed by a bank or trust company deposited with a correspondent office the Company in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangeits discretion. Upon any such registration of transfer, a new Series B Warrant Certificate or Certificates of like tenor and series and exercisable for the same aggregate number of Units shall be issued to the transferee(s) transferee and the surrendered Series B Warrant Certificate shall be cancelled and disposed of by the Company. 5.2 This Warrant Certificate and all Warrant Certificates issued upon exchange, transfer or replacement hereof, when surrendered to the Company by the registered holder hereof or thereof in person or by legal representative or by attorney duly authorized in writing, may be exchanged, without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and series exercisable for the same aggregate number of Units and the surrendered Warrant Certificate shall be cancelled and disposed of by the Warrant AgentCompany. (b) At 5.3 Subject to Section 7 in connection with transfer taxes, the option Company shall pay all expenses, taxes and related charges in connection with the preparation, issuance and delivery of a Warrantholder, Warrant Certificates may be exchanged for other the Series B Warrant Certificates. 5.4 Notwithstanding the foregoing, representing a like number of Warrants, upon surrender the Company shall have no obligation to the Warrant Agent of the cause Warrant Certificates to be exchanged at transferred on its Warrant Register to any person, unless (a) the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window Holder of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and Certificates shall furnish to the Company shall executeevidence of compliance with the Securities Act of 1933, and as amended (the Warrant Agent shall countersign and deliver"Securities Act"), in accordance with Sections 1.02 the provisions of Section 12 and 1.03Section 14 hereof, one or more new Warrant Certificates (b) the proposed transferee is an Institutional Lender (as defined in the Securities Purchase Agreement), (c) such transfer is made in accordance with the Securityholders Agreement, and (d) the transferee shall execute and deliver a joinder of like tenor and representing a like number of unexercised Warrantsthe Securityholders Agreement.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the Warrant Certificate, office of the Warrant Agent shall from time to time a register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein)in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. No such transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register. Prior to the registration of any transfer of Warrants by a holder as provided herein, the Company, the Warrant Agent, and any agent of the Company may treat the person in whose name the Warrants are registered as the owner thereof for all purposes and as the person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding. Furthermore, any holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrants represented thereby shall be required to be reflected in a book-entry. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer or to exchange them for an equal amount of Warrants of other authorized denominations, the Warrant Agent shall register such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any registration of transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Warrants. (b) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrants or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2 hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrants, as the case may be, held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent may prescribeas the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, upon surrender thereof at nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent's Window , from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Warrants. (c) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary. Certificated Warrants shall be issued and transferred to all beneficial owners in exchange for their beneficial interests in the Global Warrant if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 120 days of such notice. (d) In connection with the transfer of the entire Global Warrant to the beneficial owners thereof pursuant to paragraph (c) above, the Global Warrant shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Warrant, Definitive Warrants of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Global Warrant. (e) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Agreement or the Warrants. (f) The Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to this Section 5. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Warrant Agent. (g) Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in this Section 5 in case of an exchange, Section 6 hereof in case of the exercise of less than all the Warrants represented thereby or Section 8 hereof in case of a mutilated Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct. (h) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5. (i) Notwithstanding the provisions of Section 5(a), until Separated (as defined herein) each Warrant Certificate will be held by the Trustee, as custodian for the registered holders of each Debenture or Debenture in global form, and will be registered in the name of the registered holder of such Debenture initially in the amount specified to the Warrant Agent by the Company. Such holder may, at any time, on or after the Separation Date (as defined herein), Attention: Transfer Departmentat its option, duly endorsed byby notice to the Trustee elect to separate and/or separately transfer the Debentures and the Warrants represented by such Debenture or Debenture in global form containing a Warrant Endorsement (as defined in the Indenture), in whole or accompanied by in part, for a written instrument definitive Warrant Certificate or instruments Warrant Certificates or a beneficial interest in a Global Warrant evidencing the underlying Warrants and for a Debenture or Debentures or a beneficial interest in a global Debenture of transfer a like aggregate principal amount at maturity of authorized denominations and not containing a Warrant Endorsement in form satisfactory accordance with the Indenture (such surrender and exchange being referred to herein as a "Separation" and the related Warrants being referred to as "Separated"); provided that no delay or failure on the part of the Trustee or the Warrant Agent to exchange such Warrant Certificate and Debenture or Debentures shall affect the Separation of the Debentures and the Company Warrants or their separate transferability. Prior to Separation, record ownership of the Warrants will be evidenced by the certificates for Debentures or a global Debenture registered in the names of the holders of the Debentures or global Debenture, which certificates or global Debenture will bear thereon a Warrant Endorsement substantially in the form set forth in the Indenture, and the right to receive or exercise Warrants will be transferable only in connection with the transfer of such Debentures or a beneficial interest in a global Debenture. All Debentures and global Debentures containing a Warrant Endorsement presented for Separation shall be duly executed by, endorsed by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such and in the case of transfer, which signature to shall be medallion guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer an institution which is a member of a Securities Transfer Association recognized signature guarantee program. Upon notice from the National Association of Securities Dealers, Inc. (the "NASD") or by a member Trustee of a national securities exchangeSeparation, the Warrant Agent shall, with respect to Definitive Warrants, deliver (or cause to be delivered) the Warrant Certificate or Warrant Certificates executed by the Company and countersigned by the Warrant Agent in the name of such registered holder or holders or such transferee or transferees or shall, with respect to Global Warrants, deliver (or cause to be delivered) a Global Warrant (CUSIP __________) executed by the Company and countersigned by the Warrant Agent in the name of the Depositary or its nominee for such aggregate number of Warrants (or, with respect to a Global Warrant, increasing the number of Warrants represented thereby in such amount) as shall equal _____ Warrants for each $1,000 principal amount at maturity of Debentures so exchanged for Separation, bearing numbers or other distinguishing symbols not contemporaneously outstanding, to the person or persons entitled thereto. Upon any such registration of transfertransfer or exchange of a Warrant Certificate, the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agentpersons entitled thereto. (bj) At the option No service charge shall be made for registration of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, transfer or exchange upon surrender to the of any Warrant Agent of the Warrant Certificates to be exchanged Certificate at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window office of the Warrant Agent maintained for purposes that purpose. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer and tender in the Borough or exchange of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised WarrantsCertificates.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at (together with the form of assignment on the reverse side thereof duly filled in) to the Warrant Agent's Window Agent at its office designated for such purpose accompanied (as defined herein), Attention: Transfer Department, duly endorsed by, if so required by it or accompanied 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 Company), duly executed by, by the Registered Holder(s) (as defined herein) registered Holder or Holders thereof or by the duly appointed legal representative thereof thereof, or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 the surrendered Warrant Certificate or Warrant Certificates shall be cancelled canceled by the Warrant Agent. (b) At . Canceled Warrant Certificates shall thereafter be disposed of by such Warrant Agent in a manner satisfactory to the option of a Warrantholder, Company. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the Holder thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the at its office designated for such purpose, for another Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall thereafter be disposed of by such Warrant Agent in a manner satisfactory to the Company. The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 4 and this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5, and the Company, whenever requested 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) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with Section 5 hereof in a Warrant register to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such signature transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be guaranteed bound by a bank or trust company with a correspondent office in The City the terms of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethis Agreement. 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. Until the Warrant Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in the Warrant register as the absolute owner of the Warrant Certificate 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 Warrant AgentHolders for a proper purpose during normal business hours at its office. (b) At The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the option 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 FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF JANUARY __, 1998, BETWEEN ADMINISTAFF, INC. (THE "COMPANY") AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF FEBRUARY __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY __ 1998, BETWEEN 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." (c) If the holder of a Warrantholderthe Warrants or Warrant Stock delivers, in accordance with Section 8(e) of the Purchase Agreement, to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. If the Company is not required to deliver new certificates for such Warrants or Warrant Stock not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in Section 5(b) hereof with respect to Warrants and Section 8(b) of the Purchase Agreement with respect to Warrant Stock. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number at the option of Warrants, upon surrender the Holder(s) thereof when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants, including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Shares purchasable upon exercise of the Warrants. Warrant Certificates surrendered for exchange shall be canceled.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal office (athe “Register Office”) Except as otherwise provided herein a register in which the Company shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder’s option. The Company shall from time to time promptly register the transfer of any outstanding Warrant Certificates upon certificates, in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates in accordance with the provisions of this Section 6 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent.holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange before registering any such transfer or exchange or issuing or delivering any Warrant certificates. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant holder as the owner for all purposes. The Warrant holders agree that they shall give five (5) Business Days prior written notice to the Company of 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 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 Company that the Warrant or Warrant Shares may be transferred without registration under the Securities Act or (b) At in the option case of a Warrantholdertransfer (x) to a “qualified institutional buyer” (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, (y) to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or (z) outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are customary for such transactions and reasonably requested by the Company to demonstrate compliance with such exemption from the Act; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant Certificates or the Warrant Shares to the extent required; and (3) an agreement by such transferee to be bound by the provisions of this Agreement. In addition to any other legend which may be exchanged for other required by applicable law, each Warrant Certificates, certificate representing a like number of Warrants, Warrants and each certificate representing Warrant Shares issued upon surrender to the Warrant Agent exercise or exchange of the Warrant Certificates shall have endorsed, to be exchanged at the Warrant Agent's Windowextent appropriate, Attentionupon its face the following words: Transfer DepartmentTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of ManhattanSUCH SECURITIES MAY NOT BE OFFERED, The City of New York or at the address of any successor Warrant Agent SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (as provided in Section 5.03I) and which isA REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, on the date of this AgreementOR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, Chemical Bank/GeoserveOR APPLICABLE STATE SECURITIES LAW, Corporate Trust Securities WindowRELATING TO THE DISPOSITION OF SECURITIES, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised WarrantsINCLUDING RULE 144.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, transfer a new Warrant Certificate Certificate(s) of like tenor and representing in the aggregate the number of Warrants transferred, shall be issued to the transferee(s) ), and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent.. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. 677106.12 6 (b) At the option of a WarrantholderAny Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates may evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be exchanged for other issued. Upon presentation and surrender of any Warrant Certificates, representing together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of WarrantsWarrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon surrender the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in a manner satisfactory to the Company. (c) The Warrant Agent of the Warrant Certificates is hereby authorized to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 the provisions of this Section 6 and 1.03of Section 5 hereof, one or more the new Warrant Certificates required pursuant to the provisions of like tenor and representing a like number of unexercised Warrantsthis Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with SECTION 5 hereof in a Warrant register to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or Certificates accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; PROVIDED, HOWEVER, that prior to effecting such signature transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be guaranteed bound by a bank or trust company with a correspondent office in The City the terms of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethis Agreement. 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. Until the Warrant Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in the Warrant register as the absolute owner of the Warrant Certificate 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 Warrant AgentHolders for a proper purpose during normal business hours at its office. (b) At The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the option 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 FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 30, 1999, BETWEEN HYBRID NETWORKS, INC. (THE "COMPANY") AND SPRINT CORPORATION (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF SEPTEMBER 9, 1999, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 9, 1999, BETWEEN 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." (c) If the holder of a Warrantholderthe Warrants or Warrant Stock delivers to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; PROVIDED, HOWEVER, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; PROVIDED, HOWEVER, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number at the option of Warrants, upon surrender the Holder(s) thereof when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants, including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Shares purchasable upon exercise of the Warrants. Warrant Certificates surrendered for exchange shall be cancelled.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in In --------------------------------------- accordance with this Section 7, and subject to the Warrant Certificateprovisions of Section 5 hereof, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 Agent. (b) At . Canceled Warrant Certificates shall thereafter be disposed of by the option of Warrant Agent in a Warrantholder, manner consistent with the Warrant Agent's customary procedure and in accordance with applicable law. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the at its office for another Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure 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 in connection with a Separation, 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 countersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 7.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent The Company shall from time to 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 "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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 and disposed of by the Company. If any transfer of Warrants is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), the Warrant Agent. holder will deliver to the Company an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (bTHE "SECURITIES ACT") At the option of a Warrantholder, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Company at its office for another Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York Certificate or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. Prior to the Separation Date, the Contingent Warrants shall not be transferable separately but shall be transferable only as a Unit with the Preferred Shares as provided in Section 6. With respect to beneficial interests in a Global Warrant, transfers shall only be made on the books and records of the Depository. No beneficial owner of an interest in any Global Warrant will be able to transfer that interest except in accordance with the Depository's applicable procedures (a) Except in addition to those under the Certificate of Designations and this Agreement, as otherwise provided herein or in applicable). With respect to Certificated Warrants, the Company shall cause to be kept at the Warrant CertificateAgent Office a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates at the Contingent Warrant holder's option by the Warrant Agent as herein provided. The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates Certificated Warrants upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. 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. (b) At the option of a Warrantholder, . Cancelled Warrant Certificates may shall thereafter be exchanged for other Warrant Certificates, representing a like number disposed of Warrants, upon surrender to by the Warrant Agent in accordance with its customary procedures and a certificate of their destruction delivered to the Company. Whenever any Warrant Certificates to be exchanged at the Warrant Agent's Windoware surrendered for exchange, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Contingent Warrant holder making the exchange is entitled to receive. All Certificated Warrants issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefit under this Agreement, as the Certificated Warrants surrendered for such registration of transfer or exchange. Every Certificated Warrant surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form contained Exhibit A hereto or such other form satisfactory to the Company and as Warrant Agent, duly executed by the holder thereof or his attorney duly authorized in writing (with, in the case of transfer, such signature guaranteed by an Eligible Guarantor Institution). If the holder of a Certificated Warrant wishes at any time prior to the date which is three years (or such shorter period as may be prescribed by Rule 144(k)) after the later of the date of original issuance of the Contingent Warrants and the last day on which the Company or any affiliate (as defined in Rule 144) of the Company was the owner of such Contingent Warrants, or any predecessor thereto (the "Resale Restriction Termination Date"), such transfer may be effected only in accordance with Sections 1.02 the provisions of this Section 8 and 1.03subject to the applicable procedures of the Depository. Upon receipt by the Warrant Agent of (i) such Certificated Warrant and instructions satisfactory to the Warrant Agent directing that a specified number of Contingent Warrants not greater than the number of Contingent Warrants represented by such Certificated Warrant be credited to a specified account at the Depository and (ii) a certificate substantially in the form of Exhibit B hereto duly executed by the Contingent Warrant holder or his attorney duly authorized in writing, one then the Warrant Agent shall cancel such Certificated Warrant (and issue a new Certificated Warrant in respect of any untransferred Contingent Warrants) and increase the aggregate number of Contingent Warrants represented by such Contingent Warrants so transferred. No service charge shall be made for any registration of transfer or more new exchange upon surrender of Certificated Warrants or any issuance of Warrant Certificates in connection with a Separation, but the Company may require payment of like tenor 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. Notwithstanding the foregoing, except in the circumstances referred to below, owners of beneficial interests in a Global Warrant will not be entitled to have such Global Warrant or any Contingent Warrants presented thereby registered in their names, will not receive or be entitled to receive physical delivery of Certificated Warrants in exchange therefor and representing will not be considered to be the owners or holders of such Global Warrant or any Contingent Warrants represented thereby for any purpose under this Agreement. Any Global Warrant shall be exchangeable pursuant to this Section 8 for Certificated Warrants registered in the names of persons other than the Depository or its nominee only if the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository ceases to be a like number clearing agency registered under the Exchange Act. Any Global Warrant that is exchangeable pursuant to the preceding sentence shall be exchangeable for Certificated Warrants registered in such names as the Depository shall direct. Notwithstanding any other provision in this Agreement, a Global Warrant may not be transferred except in whole by the Depository to a nominee of unexercised Warrantsthe Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. Neither the Company, the Warrant Agent nor any agent of the Company or the Warrant Agent will have any responsibility or liability for any actions or omissions of the Depository or for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Warrant or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Certificated Warrant when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Certificated Warrant duly endorsed in blank may be treated by the Company, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered holder thereof as the owner for all purposes. Notwithstanding the foregoing, with respect to any Global Warrant, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by any Depository (or its nominee), as a Contingent Warrant holder, with respect to such Global Warrant or impair, as between such Depository and owners of beneficial interests in such Global Warrant, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the holder of such Global Warrant.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, transfer a new Warrant Certificate Certificate(s) of like tenor and representing in the aggregate the number of Warrants transferred, shall be issued to the transferee(s) ), and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) At the option of a WarrantholderAny Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates may evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be exchanged for other issued. Upon presentation and surrender of any Warrant Certificates, representing together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of WarrantsWarrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon surrender the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in a manner satisfactory to the Company. (c) The Warrant Agent of the Warrant Certificates is hereby authorized to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 the provisions of this Section 6 and 1.03of Section 5 hereof, one or more the new Warrant Certificates required pursuant to the provisions of like tenor and representing a like number of unexercised Warrantsthis Section 6.

Registration of Transfers and Exchanges. 5.1 The Global Warrants shall initially be represented by one or more global warrant certificates (aGlobal Warrant Certificates) deposited with the Depository and registered in the name of Cede & Co., a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in Section 5.2, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii) institutions that have accounts with the Depository. 5.2 If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, TPG may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and TPG shall instruct the Warrant Agent to deliver to the Depository definitive warrant certificates (Definitive Warrant Certificates) in physical form evidencing such Warrants. 5.3 A Warrant Certificate may be transferred at the option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to TPG and the Warrant Agent; provided, however, that except as otherwise provided herein or in the any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the Warrant Agent shall from time Depository, to time register another nominee of the transfer of any outstanding Warrant Certificates upon the records Depository, to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed bya successor depository, or accompanied by to a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member nominee of a national securities exchangesuccessor depository. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company TPG shall execute, and the Warrant Agent shall countersign and deliver, as provided in accordance with Sections 1.02 Section 3 and 1.03Section 4, one in the name of the designated transferee a new Warrant Certificate or more new Warrant Certificates of like tenor and representing any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 5.4 Upon surrender at the corporate office of the Warrant Agent (the Warrant Agent Office) or at the office of any successor Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to TPG and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, TPG shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificates. 5.5 The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 5, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to receive. 5.6 No service charge shall be made for any transfer or exchange of Warrant Certificates, but TPG may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such transfer or exchange.

Registration of Transfers and Exchanges. (a) Except Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Depositary, in accordance with this Agreement and the procedures of the Depositary therefor. (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for a Book-Entry Warrant. (i) Book-Entry Warrants shall not be issued in exchange for beneficial interests in a Global Warrant Certificate unless the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to permit the issuance of such Book-Entry Warrants under this Agreement. If the Company so elects and informs the Warrant Agent in writing, any Holder of a beneficial interest in a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Book-Entry Warrant. Subject to the foregoing, upon receipt by the Warrant Agent from the Depositary or its nominee of written instructions or such other form of instructions as otherwise provided herein or is customary for the Depositary on behalf of any Person having a beneficial interest in the a Global Warrant Certificate, the Warrant Agent shall from time to time register cause, in accordance with the transfer standing instructions and procedures existing between the Depositary and Warrant Agent, the number of any outstanding Warrants represented by the Global Warrant Certificates upon the records Certificate to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or reduced by the duly appointed legal representative thereof or by a duly authorized attorney, such signature number of Warrants to be guaranteed represented by a bank or trust company with a correspondent office the Book-Entry Warrants to be issued in The City exchange for the beneficial interest of New York or by a broker or dealer which is a member of such Person in the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Global Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholderand, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇gefollowing such reduction, the Warrant Agent shall cancel register in the name of the Holder a Book-Entry Warrant and deliver to said Warrant Holder a Warrant Statement. (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 6(b) shall be registered in such names as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Certificate, and the Company shall execute, and the Agent. The Warrant Agent shall countersign and deliver, deliver such Warrant Statements to the Persons in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrantswhose names such Warrants are so registered.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal office (athe “Register Office”) Except a register in which, subject to such reasonable regulations as otherwise provided herein it may prescribe, the Company shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder’s option. The Company shall from time to time promptly register the transfer of any outstanding Warrant Certificates certificates, upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates in accordance with the provisions of this Section 6 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent. (b) At holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the option Company may require payment of a Warrantholder, Warrant Certificates sum sufficient to cover any stamp or other governmental charge or tax which may be exchanged imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for other Warrant Certificatesany purpose and as the Person entitled to exercise the rights represented thereby, representing a like number of Warrants, upon surrender or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant Agent holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant Certificates shall have endorsed, to be exchanged at the Warrant Agent's Windowextent appropriate, Attentionupon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S RIGHT, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II), TO REQURE THE DELIVERY OF AN OPINION OF COUNSEL. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days’ prior written notice (a “Transfer Department. The "Warrant Agent's Window" Notice”) to the Company of such holder’s intention to effect such transfer, describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the window Company, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act, unless such requirement is waived by the Company. After receipt of the Warrant Agent maintained for purposes of transfer Transfer Notice and tender in opinion (unless waived by the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geCompany), the Warrant Agent Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall cancel thereupon, subject to compliance with the other restrictions on transfer contained herein, be entitled to transfer such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliverWarrants, in accordance with Sections 1.02 the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legend with respect to the Securities Act set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and 1.03its counsel), one or more new Warrant Certificates such legend is not required in order to ensure compliance with the Securities Act. The holder of like tenor and representing a like number the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of unexercised Warrantsnotice from the Company under this Section 6.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal corporate office (athe "Register Office") Except a register in which, subject to such reasonable --------------- regulations as otherwise provided herein it may prescribe, the Company shall provide for the registration of Warrant certificates and of transfers or in exchanges of Warrant certificates at the Warrant Certificate, the Warrant Agent holder's option. The Company shall from time to time register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchangethereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant certificates shall thereafter be disposed of in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant certificates that the Warrant holder making the exchange is entitled to receive. All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant Agent. (b) At holder or his attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the option Company may require payment of a Warrantholder, Warrant Certificates sum sufficient to cover any stamp or other governmental charge or tax which may be exchanged imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for other Warrant Certificatesany purpose and as the Person entitled to exercise the rights represented thereby, representing a like number of Warrants, upon surrender or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant Agent holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant Certificates shall have endorsed, to be exchanged at the Warrant Agentextent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 PROVIDED, IF SO REQUESTED BY THE COMPANY, AN OPINION OF -------- COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days' prior written notice (a "Transfer -------- Notice") to the Company of such holder's Windowintention to effect such transfer, Attention: Transfer Department. The "Warrant Agent's Window" ------ describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the window Company, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act. After receipt of the Warrant Agent maintained for purposes of transfer Transfer Notice and tender in the Borough of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geopinion, the Warrant Agent Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall cancel thereupon, subject to compliance with the other restrictions on transfer contained herein, be entitled to transfer such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliverWarrants, in accordance with Sections 1.02 the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legends set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and 1.03its counsel), one or more new Warrant Certificates such legend is not required in order to ensure compliance with the Securities Act. The holder of like tenor and representing a like number the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of unexercised Warrantsnotice from the Company under this Section 6.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the of such Warrant Agent's Window (as defined herein), Attention: Transfer DepartmentCertificates, duly endorsed byendorsed, or and accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and Agent, duly signed by the Company duly executed by, the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company with a correspondent office in The City of New York or by company, (b) a broker or dealer which that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by (c) a member of a national securities exchange. 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. (b) At the option of a Warrantholder, transferee. Warrant Certificates may be exchanged at the option of the holder or holders thereof, when surrendered to the Warrant Agent at its offices or agency maintained for the purpose of exchanging, transferring and exercising the Warrants (a "Warrant Agent Office") or at the offices of any successor Warrant Agent as provided in Section 19 hereof, for another Warrant Certificate or other Warrant Certificates, Certificates of like tenor representing in the aggregate a like number of Warrants. The Warrant Agent is hereby authorized to countersign, upon surrender in accordance with the provisions of this Section 5 and of Section 4, and deliver the new Warrant Certificates required pursuant to the Warrant Agent provisions of this Section, and for the purpose of any distribution of Warrant Certificates to be exchanged at the Warrant Agent's Window, Attention: Transfer Departmentcontemplated by Section 14. The "Warrant Agent's Window" No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the window Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent maintained for purposes of transfer shall mutually countersign and tender in deliver to the Borough of Manhattanperson or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such not be required to effect any exchange or registration of transfer that will result in the issuance of a Warrant CertificateCertificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the Company shall execute, and same benefits under this Agreement as the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificates surrendered for such exchange or more new Warrant Certificates registration of like tenor and representing a like number of unexercised Warrantstransfer.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Departmentthereof, duly endorsed byendorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Company, duly executed by, by the Registered Holder(s) (as defined hereinregistered holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At the option of a Warrantholder, Warrant Certificates may be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its offices maintained for such purpose (the Warrant Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window" location of which shall be provided to the window of the Warrant Agent maintained for purposes of transfer and tender Company), which shall be in the Borough of Manhattan, The City of New York (the "Warrant Agent's Office"), and which is, on the date of this Agreement, [_____________________], Attention: [_____], or at the address office of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date ). Upon surrender of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇geany Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or more new Warrant Certificates of like tenor and representing a like number of unexercised Warrants. (c) Warrant Certificates issued upon transfer or exchange pursuant to Section 1.04(a) or 1.04(b) shall be valid obligations of the Company, evidencing the same obligations of the Company as the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.05, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section 1.04 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at duly endorsed or accompanied (if so required by the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied ) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At . Cancelled Warrant Certificates shall thereafter be disposed of by the option Warrant Agent in its customary manner. Subject to the terms of a Warrantholderthis Agreement, Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Windowits principal corporate trust office, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or which is currently located at the address of any successor Warrant Agent (as provided listed in Section 5.03) and which is17 hereof, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the for another Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised 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 countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time time, subject to the limitations of Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribepurpose, upon surrender thereof at duly endorsed or accompanied (if so required by the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied ) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company Agent, duly executed by, by the Registered Holder(s) (as defined herein) registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. 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. (b) At . Cancelled Warrant Certificates shall thereafter be disposed of by the option Warrant Agent in its customary manner. Subject to the terms of a Warrantholderthis Agreement, Warrant Certificates may be exchanged for other Warrant Certificatesat the option of the holder(s) thereof, representing a like number of Warrants, upon surrender when surrendered to the Warrant Agent of the Warrant Certificates to be exchanged at the Warrant Agent's Windowits principal corporate trust office, Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or which is currently located at the address of any successor listed in SECTION 18 hereof, for another Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one Certificate or more new other Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised 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 countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) Except as otherwise provided herein or in the Warrant Certificate, the The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records books to be maintained by it the Warrant Agent for that purpose purpose, upon surrender thereof accompanied (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as if so required by the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied ) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent Company and the Company Warrant Agent, duly executed by, the Registered Holder(s) (as defined herein) thereof or by the duly appointed legal representative thereof registered holder or by a duly authorized attorneyattorney and the transfer fee, such signature to be guaranteed payable by a bank or trust company with a correspondent office in The City the holder, of New York or by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. _____ Dollars __________ (the "NASD"$_____) or by a member of a national securities exchangefor each transfer. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (b) At the option of a Warrantholder, . Warrant Certificates may so cancelled shall be exchanged for other Warrant Certificates, representing a like number of Warrants, upon surrender to delivered by the Warrant Agent to the Company from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to the Company. Warrant Certificates to are detachable and they may be exchanged at the Warrant Agent's Windowoption of the holder thereof, Attention: Transfer Department. The "Warrant Agent's Window" shall be when surrendered at the window principal office in ____________________, of the Warrant Agent maintained Agent, for purposes another Warrant Certificate or other Warrant Certificates of transfer like tenor and tender representing in the Borough aggregate the number of Manhattan, The City of New York or at the address of any successor Warrant Agent (as provided in Section 5.03) and which is, on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. ▇▇▇▇ ▇▇▇▇▇▇▇er of a▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ge, Warrants evidenced by the Warrant Agent shall cancel such Certificate or Warrant Certificate, and the Company shall execute, and the Certificates so surrendered. The Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 the provisions of this Section and 1.03of Section 3, one or more the new Warrant Certificates required pursuant to the provisions of like tenor this Section, and representing a like number the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of unexercised Warrantsthe Company for such purpose.