Common use of Registration of Transfers and Exchanges Clause in Contracts

Registration of Transfers and Exchanges. 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the Company. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Company.

Registration of Transfers and Exchanges. The Subject to the provisions of Section 20 hereof, 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the Company. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Company.

Registration of Transfers and Exchanges. 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 Company upon surrender thereof of such Warrant Certificates accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. Canceled The Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amendedTHE 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. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Company.SUCH

Registration of Transfers and Exchanges. The Company shall from time to time register in the Warrant Register a transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, the Company, at its own expense, will issue a new Warrant Certificate shall be issued or, if requested by the Holder, Warrant Certificates, of the same type and of a like aggregate principal amount in exchange therefor to the transferee(s) designated by the Holder and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. Canceled Except as may be limited by applicable law, any Warrant Certificates shall thereafter be disposed of in a manner satisfactory to and the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amendedshall be freely transferable. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, Holder thereof when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. All Warrant Certificates issued upon any exchange or transfer, upon issuance, will be the legal and valid obligations of the Company, entitled to the same benefits as the Warrant Certificate surrendered for transfer or exchange. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. The Company (a) Parent 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, Parent upon surrender thereof accompanied (if so required by it) by a written instrument or instruments the Assignment Form on the reverse of transfer the Warrant Certificate, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with such legal opinions, certificates or other information required by such Assignment Form. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the Company. Canceled Warrant Certificates shall thereafter be and disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing by Parent. (b) Each Warrant Shares Certificate will bear the following legend: "The securities evidenced or constituted hereby have been acquired THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (c) Each Holder of a Warrant Certificate, by accepting the same, consents and agrees with Parent and with each subsequent holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for investment registration of transfer, Parent may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and have not been registered as the person entitled to exercise the rights granted under the Securities Act of 1933Warrants, as amended. Such securities may not and neither Parent nor any agent thereof shall be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory affected by any notice to the Company that such registration is not requiredcontrary." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Company.

Registration of Transfers and Exchanges. 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled cancelled by the Company. Canceled Cancelled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled cancelled by the Company.

Registration of Transfers and Exchanges. The Company Warrant Agent --------------------------------------- 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be canceled by the CompanyWarrant Agent. Canceled Warrant Certificates certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless by the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." in accordance with applicable law. Warrant Certificates certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company Warrant Agent at its office for another Warrant Certificate certificate or other Warrant Certificates certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates certificates surrendered for exchange shall be canceled by the CompanyWarrant Agent. Such canceled Warrant certificates shall then be disposed of by the Company in accordance with applicable law. No service change 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 5, the Warrant certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the Company. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "“The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." ” Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the Company.

Registration of Transfers and Exchanges. 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 Company upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. Canceled A Warrant Certificates shall thereafter be disposed holder agrees that prior to any proposed transfer of in a manner satisfactory the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Act and any applicable state securities laws, the Warrant holder will deliver to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for Company (a) an 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 covenant reasonably satisfactory to the Company signed by the proposed transferee, (b) an agreement by such transferee to the impression of the restrictive investment legend set forth in Section 6 on the Warrant or the Warrant Shares, (c) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares, and (d) an agreement by such registration is not required." transferee to be bound by the provisions of this Section 5 relating to the transfer of such Warrant Certificates or Warrant Shares. The Warrant Certificate may be exchanged at the option of the holder(s) holder thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrantstenor. The Warrant Certificates Certificate surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. The Company Warrants are exercisable, detachable and separately transferable immediately after the sale of the Units upon the effectiveness of the Registration Statement. The Warrant Agent shall register the transfer from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyappropriate instructions for 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 canceled by the CompanyWarrant Agent. Canceled Warrant Certificates so canceled shall thereafter be disposed of in a manner satisfactory to delivered by the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory Agent to the Company that such registration is not required." from time to time. Warrant Certificates may be exchanged at the option of the holder(s) holder thereof, when surrendered to at the Company at its office of the Warrant Agent, for another Warrant Certificate or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrantsshares of Common Stock. The Warrant Agent is hereby irrevocably authorized to countersign in accordance with Section 3 of this Agreement the new Warrant Certificates surrendered for exchange shall be canceled required pursuant to the provisions of this Section, and the Company, whenever required by the CompanyWarrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

Registration of Transfers and Exchanges. The Company shall from time to time register the transfer by HET or its Affiliate to a Permitted Transferee of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof of such Warrant Certificates accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. Canceled The Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not requiredTHE 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." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. The Company In accordance with this Section 7, and subject to the provisions 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the CompanyWarrant Agent. Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in a manner satisfactory to consistent with the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment Agent's customary procedure 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 in accordance with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not requiredapplicable law." (a) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company Warrant Agent at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the CompanyWarrant 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. The Company shares of Common Stock and the Class A and Class B Warrants included in the Units will be separately transferable upon issuance. 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, purpose upon surrender thereof thereof, duly endorsed, or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent duly executed executed, by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. 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 canceled cancelled by the CompanyWarrant Agent. Canceled Cancelled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) holder thereof, . when surrendered to the Company Warrant Agent at its office offices maintained for that purpose in Houston, Texas, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled 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. The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated by Section 11.

Registration of Transfers and Exchanges. The Company In accordance with this Section 7, and subject to the provisions 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the CompanyWarrant Agent. Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in a manner satisfactory to consistent with the CompanyWarrant Agent's customary procedure and in accordance with applicable law. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company Warrant Agent at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled by the CompanyWarrant 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) The Company 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, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfertransfer and subject to Section 8 hereof, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled cancelled by the CompanyWarrant Agent. Canceled Cancelled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." (b) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Company Warrant Agent at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in a manner satisfactory to the Company. (c) 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. (d) No service charge shall be made for registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Agent maintained for 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 or exchange of Warrant Certificates.

Registration of Transfers and Exchanges. The (a) In connection with any Transfer (as defined below), the transferring Warrant Holder shall, if required by the Company, obtain from counsel to such holder (who may be in-house counsel to such holder) an opinion that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended (the "Act"). Each Warrant shall bear the restrictive legends set forth on the Warrant Certificate attached hereto as Exhibit A, unless with respect to the legend, in the opinion of such counsel such legend is not required in order to ensure compliance with the Act. As used herein, "Transfer" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or dispose. (b) Subject to Section 3(a) hereof, the Company shall from time to time register the transfer Transfer of any outstanding a Warrant Certificates upon the records Certificate in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof of such Warrant Certificate accompanied (if so required by it) by a written instrument or instruments the form of transfer assignment attached to the Warrant Certificate, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transferTransfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The Holder agrees that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates Certificate(s) may be exchanged at the option of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of WarrantsWarrant Shares. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfers and Exchanges. The Company shall from time (a) Prior to time register the transfer any Transfer (as defined below) or attempted Transfer of any outstanding Warrant, the holder of such Warrant Certificates upon shall (i) give 20 days' prior written notice (a "TRANSFER NOTICE") to the records Company of such holder's intention to be maintained by it for that purpose, upon surrender thereof accompanied (if so required by it) by a written instrument or instruments of transfer duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any effect such registration of transfer, a new Warrant Certificate describing the manner and circumstances of the proposed transfer, and (ii) obtain from counsel to such holder who shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled by the Company. Canceled Warrant Certificates shall thereafter be disposed of in a manner reasonably satisfactory to the Company. The Holder agrees , an opinion that each certificate representing the proposed transfer of such Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered may be effected without registration under the Securities Act of 1933, as amendedAct. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option After receipt of the holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor Transfer Notice and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled opinion by the Company, such holder shall thereupon be entitled to transfer such Warrant, in accordance with the terms of the Transfer Notice, to any person or entity permitted by the Stockholders Agreement. Each Warrant issued upon such transfer shall bear the restrictive legends set forth on the Warrant Certificate attached hereto as ANNEX 1, unless, with respect to the first such legend, in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. In addition, any Transfer of the Warrant Shares issued upon exercise of the Warrant shall be subject to the terms and conditions of the Stockholders Agreement. The Warrant holder shall be added as a party to the Stockholders Agreement and shall be bound by the terms of and entitled to the benefits of such agreement. As used herein, "TRANSFER" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or dispose.