Common use of Resignation Consolidation or Merger of Warrant Agent Clause in Contracts

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' notice to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after receiving notification of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 8.02.3. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment. 8.02.4. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunder.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointedsuccessor, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' days notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. . (b) If the Company shall fail fails to make such an appointment within a period of thirty sixty (3060) days after receiving notification it has been notified in writing of such a resignation or an incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant (who shallmust, with such any notice, submit his the Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall must be a corporation organized organized, doing business and existing in good standing under the laws of the State United States of New YorkAmerica or of any State, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such the laws under which it is governed to exercise corporate trust powers and powers, be subject to supervision or examination by Federal federal or state authorities, and have a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any successor Warrant Agent shall be deemed to be the combined capital and surplus set forth in the most recent report of its condition published prior to its appointment, provided that these reports are published at least annually pursuant to law or to the requirements of a federal or state supervision or examining authority. . (c) After appointment, any successor Warrant Agent shall be vested with all the authorityauthorities, powers, rights, immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, under this Agreement without any further act or deed. The However, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company’s expense, an instrument transferring to such a successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In the event obligations of a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not hereunder. Not later than the effective date of any such appointmentappointment the Company shall give notice of the appointment to the predecessor Warrant Agent to each transfer agent for its Common Shares and to the registered holders of the Warrants. Failure to give notice, or any defect in a notice, shall not affect the validity of the appointment of a successor Warrant Agent. 8.02.4. (d) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be is a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' notice in writing to the CompanyTrust. If the office of the Warrant Agent becomes vacant by reason of such resignation or the incapacity to act or otherwise, the Company Trust shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If The Trust shall indemnify and hold the Company shall fail Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Trust to make such appointment within prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for a period of thirty (30) 30 days after receiving notification the date due, shall become effective immediately. Any resignation of such resignation or incapacity by the Warrant Agent or by for any other reason shall become effective 30 days after the holder date on which the Warrant Agent shall give notice of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply resignation to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. 8.02.2Trust. Any successor Warrant Agent, whether appointed by the Company or by such court, Agent shall be a corporation organized and existing doing business under the laws of the State United States of New YorkAmerica or of any state therein, in good standing and having its principal office in the Borough of Manhattanstanding, City and State of New York, and authorized under such applicable laws to exercise corporate trust powers and subject to supervision or examination by Federal federal or state authorityauthority for not less than five (5) years preceding appointment as successor Warrant Agent. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, rights immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The ; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, deliver at the expense of the CompanyTrust, an instrument transferring to such successor Warrant Agent all the authority, powers, powers and rights of such predecessor Warrant Agent hereunder hereunder; and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon upon request of any successor Warrant Agent, Agent the Company and the predecessor Warrant Agent Trust shall make, execute, acknowledge, acknowledge and deliver any and all instruments in writing in order to for more fully and effectually vest effectively vesting in and confirm confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In Not later than the event a successor Warrant Agent shall be appointedeffective date of any such appointment, the Company Trust shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent each transfer agent for the Common Stock Shares, and shall forthwith deliver notice of the same to each registered holder of Warrants. Failure to give such notice, or any defect therein, shall not later than affect the effective date validity of any such appointment. 8.02.4the appointment of the successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may party, or any corporation succeeding to the business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this Agreement upon delivery to subsection (a). (b) In case at the Company of an agreement whereby time such successor shall assume all obligations of to the Warrant Agent hereundershall succeed to the agency created by this Agreement, any of the Warrants shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrants so countersigned; and in case at that time any of the Warrants shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrants either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant shall have the full force provided in the Warrants and in this Agreement.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointedsuccessor, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' days notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. . (b) If the Company shall fail fails to make such an appointment within a period of thirty sixty (3060) days after receiving notification it has been notified in writing of such a resignation or an incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant (who shallmust, with such any notice, submit his the Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall must be a corporation organized organized, doing business and existing in good standing under the laws of the State United States of New YorkAmerica or of any State, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such the laws under which it is governed to exercise corporate trust powers and powers, be subject to supervision or examination by Federal federal or state authorities, and have a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any successor Warrant Agent shall be deemed to be the combined capital and surplus set forth in the most recent report of its condition published prior to its appointment, provided that these reports are published at least annually pursuant to law or to the requirements of a federal or state supervision or examining authority. . (c) After appointment, any successor Warrant Agent shall be vested with all the authorityauthorities, powers, rights, immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, under this Agreement without any further act or deed. The However, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company's expense, an instrument transferring to such a successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In the event obligations of a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not hereunder. Not later than the effective date of any such appointmentappointment the Company shall give notice of the appointment to the predecessor Warrant Agent to each transfer agent for its Common Shares and to the registered holders of the Warrants. Failure to give notice, or any defect in a notice, shall not affect the validity of the appointment of a successor Warrant Agent. 8.02.4. (d) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be is a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' one month's notice in writing to the Company, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after receiving notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder bearer of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder bearer of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and existing doing business under the laws of the State United States of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New YorkAmerica, and authorized under such laws of its state of incorporation to exercise corporate trust powers and subject to supervision or examination by Federal federal or state authority and having a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any such successor Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment, provided that such reports are published at least annually pursuant to law or the requirements of a federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The ; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Companycompany, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder hereunder; and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon upon request of any successor Warrant Agent, Agent the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to for more fully and effectually vest vesting in and confirm confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 8.02.3. In Not later than the event a successor Warrant Agent shall be appointed, effective date of any such appointment the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent each transfer agent for the Common Stock Stock, and shall forthwith publish a copy of such notice once in an Authorized Newspaper. Failure to give or publish such notice, or any defect therein, shall not later than affect the effective date validity of any such appointmentthe appointment of the successor Warrant Agent. 8.02.4. (b) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointedsuccessor, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' one month's notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. . (b) If the Company shall fail fails to make such an appointment within a period of thirty (30) 30 days after receiving notification it has been notified in writing of such a resignation or an incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant (who shallmust, with such any notice, submit his the Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall must be a corporation organized organized, doing business and existing in good standing under the laws of the State United States of New YorkAmerica or of any State, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such the laws under which it is governed to exercise corporate trust powers and powers, be subject to supervision or examination by Federal federal or state authorities, and have a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any successor Warrant Agent shall be deemed to be the combined capital and surplus set forth in the most recent report of its condition published prior to its appointment, provided that these reports are published at least annually pursuant to law or to the requirements of a federal or state supervision or examining authority. . (c) After appointment, any successor Warrant Agent shall be vested with all the authorityauthorities, powers, rights, immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, under this Agreement without any further act or deed. The However, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company's expense, an instrument transferring to such a successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In the event obligations of a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not hereunder. Not later than the effective date of any such appointmentappointment the Company shall give notice of the appointment to the predecessor Warrant Agent to each transfer agent for its Common Shares and to the registered holders of the Warrants. Failure to give notice, or any defect in a notice, shall not affect the validity of the appointment of a successor Warrant Agent. 8.02.4. (d) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be is a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' one month's notice in writing to the Company, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after receiving notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder bearer of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder bearer of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and existing doing business under the laws of the State United States of America or of the States of Texas or New York (or if any other state of the United States so long as such corporation is authorized to do business as a banking institution in either the States of New York, York or Texas) in good standing and having its principal office in the Borough of Manhattan, City and State of New Yorksuch state, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal federal or state authority and having a combined capital and surplus of not less than $25,000,000. The combined capital and surplus of any such successor Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The ; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder hereunder; and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon upon request of any successor Warrant Agent, Agent the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to for more fully and effectually vest vesting in and confirm confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 8.02.3. In Not later than the event a successor Warrant Agent shall be appointed, effective date of any such appointment the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent each transfer agent for the Common Stock Stock, and shall forthwith publish a copy of such notice once in an Authorized Newspaper. Failure to give or publish such notice, or any defect therein, shall not later than affect the effective date validity of any such appointmentthe appointment of the successor Warrant Agent. The Warrant Agent may be changed by a majority vote of the holders of a majority of the outstanding Warrants, to a Warrant Agent acceptable to the Company. 8.02.4. (b) Any corporation into which the Warrant Agent may be be, merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and shall be discharged from all further duties and liabilities hereunder after giving sixty (60) days' notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or reason of such resignation, the incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If The Company shall indemnify and hold the Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Company shall fail to make such appointment within prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for a period of thirty (30) 30 days after receiving notification the date due, shall become effective immediately. Any resignation of such resignation or incapacity by the Warrant Agent or by for any other reason shall become effective 30 days after the holder date on which the Warrant Agent shall give notice of a Warrant (who shall, with such notice, submit his Warrant for inspection by resignation to the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such court, Agent shall be a corporation organized and existing doing business under the laws of the State United States of New YorkAmerica or of any state therein, in good standing and having its principal office in the Borough of Manhattanstanding, City and State of New York, and authorized under such applicable laws to exercise corporate trust powers and subject to supervision or examination by Federal federal or state authorityauthority for not less than five (5) years preceding appointment as successor Warrant Agent. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The ; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, deliver at the expense of the Company, an instrument transferring to such successor written evidence of its resignation as Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting such documents or instruments as deemed necessary or appropriate by the same. Upon Company to vest such successor Warrant Agent with all the authority, powers and rights of the predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent, Agent the Company and the predecessor Warrant Agent shall make, execute, acknowledge, acknowledge and deliver any and all instruments in writing in order to for more fully and effectually vest effectively vesting in and confirm confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In Not later than the event a successor Warrant Agent shall be appointedeffective date of any such appointment, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent each transfer agent for the Common Stock Shares, and shall forthwith deliver notice of the same to each registered holder of Warrants. Failure to give such notice, or any defect therein, shall not later than affect the effective date validity of any such appointment. 8.02.4the appointment of the successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this Agreement upon delivery subsection (a). (b) In case at the time such successor to the Company Warrant Agent shall succeed to the agency created by this Agreement, any of an agreement whereby the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrants shall assume not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all obligations such cases such Warrant Certificates shall have the full force provided in the Warrants and in this Agreement. In case at any time the name of the Warrant Agent hereundershall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrants shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor or assign to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' days notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. . (b) If the Company shall fail fails to make such an appointment within a period of thirty sixty (3060) days after receiving notification it has been notified in writing of such a resignation or an incapacity by the Warrant Agent or by the holder Registered Holder of a Warrant (who shallmust, with such any notice, submit his the Warrant for inspection by the Company), then the holder Registered Holder of any Warrant may apply to the Supreme Court any court of the State of New York for the County of New York competent jurisdiction for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall must be a corporation organized an entity organized, doing business and existing under the laws of the State of New YorkYork and under the laws of the United States of America, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise corporate trust powers and powers, be subject to supervision or examination by Federal federal or state authorities, and have a combined capital and surplus of not less than $5,000,000. The combined capital and surplus of any successor Warrant Agent shall be deemed to be the combined capital and surplus set forth in the most recent report of its condition published prior to its appointment, provided that these reports are published at least annually pursuant to law or to the requirements of a federal or state supervision or examining authority. . (c) After appointment, any successor Warrant Agent shall be vested with all the authorityauthorities, powers, rights, immunities, duties, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, under this Agreement without any further act or deed. The However, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company’s expense, an instrument transferring to such a successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, duties and obligations. 8.02.3. In the event obligations of a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not hereunder. Not later than the effective date of any such appointmentappointment the Company shall give notice of the appointment to the predecessor Warrant Agent, the transfer agent for the Common Shares and to the Registered Holders of the Warrants. Failure to give notice, or any defect in a notice, shall not affect the validity of the appointment of a successor Warrant Agent. 8.02.4. (d) Any corporation entity into which the Warrant Agent may be merged or with which it may be consolidated or any corporation entity resulting from any merger or consolidation to which the Warrant Agent shall be is a party may shall be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunderwithout any further act.

Resignation Consolidation or Merger of Warrant Agent. 8.02.1. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' ’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after receiving notification it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his their Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. 8.02.2Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The ; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder hereunder; and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon upon request of any successor Warrant Agent, Agent the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to for more fully and effectually vest vesting in and confirm confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 8.02.3. (b) In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent transfer agent for the Common Stock Shares not later than the effective date of any such appointment. 8.02.4. (c) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may shall be the successor Warrant Agent under this Agreement upon delivery to the without any further act. (d) The Company of an agreement whereby such successor shall assume all obligations of may terminate the Warrant Agent hereunderat any time upon ten (10) business days’ notice. The Company may serve as Warrant Agent in the event the Warrant Agent is terminated.