Common use of Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates Clause in Contracts

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject to the provisions of the Warrant Certificates, and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive Certificate, entitling the Holder to purchase a like number of shares of Common Stock as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment and certificate duly executed and properly completed, and such Holder shall surrender the Definitive Certificate, to be transferred, split up, combined or exchanged at the office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in form and amount satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject (a) Subject to the provisions of the Warrant Certificates, Section 13 hereof and the last sentence of this first paragraph of Section 6 5(a) and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing Close of Business on the date of the Offeringhereof, and at or prior to the Close of Business on the Termination Expiration Date (as such term is defined in the Warrant Certificatehereinafter defined), any Definitive Warrant Certificate or Warrant Certificates may be transferred, split up, combined or exchanged for another Definitive CertificateWarrant Certificate or Warrant Certificates, entitling the Holder to purchase a like number of shares of Common Stock as the Definitive Warrant Certificate or Warrant Certificates surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Warrant Certificate shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment and certificate duly executed and properly completed, and such Holder shall surrender the Definitive Certificate, Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the principal office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 65, countersign and deliver to the Person person entitled thereto a Definitive CertificateWarrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Warrant Certificates, together with reimbursement to the Company shall compensate and the Warrant Agent per of all reasonable expenses incidental thereto. In the fee schedule mutually agreed upon case of a request to transfer Warrant Certificates, the party requesting transfer of warrants must provide any evidence of authority that may be reasonably required by the parties hereto and provided separately on Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. Securities Transfer Association. (b) Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to it them of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity or security in customary form and amount which shall include a corporate bond of indemnity satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New YorkAgent, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject (a) Subject to the provisions of the Warrant Certificates, Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate Warrant Certificate(s) may be transferred, split up, combined or exchanged for another Definitive CertificateWarrant(s), entitling the Holder to purchase a like number of shares of Common Stock ADSs as the Definitive Certificate Warrant Certificate(s) surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate Warrant Certificate(s) shall make such request in writing delivered to the Warrant Agent, Agent together with the required form of assignment and certificate duly executed and properly completed, and such Holder H▇▇▇▇▇ shall surrender the Definitive Certificate, Warrant Certificate(s) to be transferred, split up, combined or exchanged at the office of the Warrant AgentAgent designated for such purpose. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange). Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive CertificateWarrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive CertificateWarrant Certificates. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. Upon receipt by . (b) If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent of evidence reasonably satisfactory may on such terms as to it of the loss, theft, destruction indemnity or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or otherwise as they may in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in form and amount satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to the Warrant Agent and holding it and the Company harmless), their discretion impose and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New YorkDelaware, upon receipt of (i) evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate (which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the surrender of the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount, provision of a bond of indemnity satisfactory to the Warrant Agent and holding it and Company harmless) and (ii) reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has certificates have been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject to the provisions of the Warrant Certificates, Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give applicable to the Warrant AgentDefinitive Certificates, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive CertificateCertificate or Definitive Certificates, entitling the Holder to purchase a like number of shares of Common Stock Shares as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment and certificate duly executed and properly completedCompany, and such Holder shall surrender the Definitive Certificate, Certificate to be transferred, split up, combined or exchanged at the principal office of the Warrant AgentCompany. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchangeCompany. Thereupon the Warrant Agent Company shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive CertificateCertificate or Definitive Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been madeCertificates. Upon receipt by the Warrant Agent Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount satisfactory (but, with respect to the Warrant Agent (including any Definitive Certificates, shall not include the posting of an open penalty surety any bond satisfactory to by the Warrant Agent and holding it and the Company harmlessHolder), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent Company and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, Company on behalf of the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject Subject to the provisions of the Section 14 hereof any Warrant Certificate, with or without other Warrant Certificates, and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split up, combined combined, or exchanged for another Definitive Certificate, entitling Warrant Certificate or Warrant Certificates representing in the Holder to purchase aggregate a like number of shares of Common Stock as Warrants. Subject to any restriction on transferability that may appear on a Warrant Certificate in accordance with the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder terms hereof, any registered holder desiring to transferregister the transfer of, or to split up, combine combine, or exchange exchange, any Definitive Warrant Certificate or Warrant Certificates shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment Agent and certificate duly executed and properly completed, and such Holder shall surrender the Definitive Certificate, such Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubtat its offices maintained for that purpose in Glendale, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combinationCalifornia, or exchangeelsewhere. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, shall countersign and deliver to the Person person entitled thereto a Definitive CertificateWarrant Certificate or Warrant Certificates, as the case may be, as so requestedsoon as required. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination combination, or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been madeCertificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to it them of the loss, theft, destruction destruction, or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft theft, or destruction, of indemnity in form and amount or security reasonably satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New Yorkthem, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Company will direct the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will to make and deliver a new Warrant Certificate of like tenor for the same number of Warrants and deliver such new Warrant Certificate to the Warrant Agent for delivery to the Holder registered owner in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject Subject to the provisions of the Warrant Certificates, Section 14 hereof and the last sentence of this first paragraph of Section 6 and subject to compliance with any applicable lawsecurities laws, rules the Warrant Certificate(s) or regulationsBook-Entry Warrant Certificate(s) and all rights thereunder, restrictions on transferability that may appear on are transferable, in whole or in part, upon surrender of the Warrant Certificates in accordance with Certificate(s) to be transferred at the terms hereof or any “stop transfer” instructions principal office of the Company may give to or the Warrant Agent, at provided that no such surrender is applicable to the Holder of a Book-Entry Warrant Certificate, together with a written assignment of such Warrant Certificate duly executed by the Holder or its agent or attorney and funds sufficient to pay any time after transfer taxes payable upon the closing date making of such transfer. Upon such surrender, and if required, such payment, the Company shall execute and deliver a new Warrant Certificate(s) in the name of such assignee or assignees and in the denomination or denominations specified in such instrument of assignment to the Warrant Agent to be countersigned and delivered to such assignee or assignees. The Company shall execute and deliver a new Warrant Certificate evidencing the portion of the Offering, and at or prior Warrant Certificate not so assigned to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may Agent to be transferred, split up, combined or exchanged for another Definitive Certificate, entitling the Holder to purchase a like number of shares of Common Stock as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing countersigned and delivered to the assignor. The original Warrant Agent, together with the required form of assignment and certificate duly executed and properly completed, and such Holder Certificate shall surrender the Definitive Certificate, to promptly be transferred, split up, combined or exchanged at the office of cancelled by the Warrant Agent. Any requested such transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant promptly recorded in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) warrant register. The Company and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge covenant that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon receipt by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty Company or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a the Warrant CertificateCertificate or any stock certificate relating to the Warrant Shares, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, and in case of loss, theft or destruction, of indemnity in form and amount or security reasonably satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to Company or the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the such Warrant Certificate or stock certificate, if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate or stock certificate, of like tenor and denomination, to the Warrant Agent for delivery to the Holder in lieu of the such Warrant Certificate so lost, stolen, destroyed or mutilatedstock certificate.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject to the provisions of the Warrant Certificates, Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give applicable to the Warrant AgentDefinitive Certificates, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive CertificateCertificate or Definitive Certificates, entitling the Holder to purchase a like number of shares of Common Stock Shares as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment and certificate duly executed and properly completedCompany, and such Holder shall surrender the Definitive Certificate, Certificate to be transferred, split up, combined or exchanged at the principal office of the Warrant AgentCompany. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Company. Thereupon the Company (or Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”as applicable) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive CertificateCertificate or Definitive Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been madeCertificates. Upon receipt by the Warrant Agent Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount satisfactory (but, with respect to the Warrant Agent (including any Definitive Certificates, shall not include the posting of an open penalty surety any bond satisfactory to by the Warrant Agent and holding it and the Company harmlessHolder), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent Company and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject Subject to the provisions of the Warrant CertificatesCertificate, and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date original issuance dates of the OfferingWarrants, and at or prior to the Close of Business on the Termination Date or Expiration Date (as such term is defined in the Warrant Certificate), any Definitive Warrant Certificate or Warrant Certificates may be transferred, split up, combined or exchanged for another Definitive CertificateWarrant Certificate or Warrant Certificates, entitling the Holder to purchase a like number of shares of Common Stock Shares as the Definitive Warrant Certificate or Warrant Certificates surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Warrant Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates, together with the required form of assignment and certificate Transfer Form duly executed and properly completed, completed and such Holder shall surrender other documentation as the Definitive CertificateWarrant Agent may reasonably request, to be transferred, split up, combined or exchanged at the office of the Warrant AgentAgent designated for such purpose. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be reasonably required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request. For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive CertificateWarrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereofCertificates. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is reasonably satisfied that all such payments have been made. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in form and amount satisfactory or security reasonably acceptable to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to Company and the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New YorkAgent, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. Furthermore, the Warrant Agent shall be under no obligation to process a transfer of a Warrant where the Company has a valid cease trade order or trading suspension filed against it.

Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates, subject to the provisions of the Warrant Certificates, and the second to last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, restrictions on transferability that may appear on Warrant Certificates in accordance with the terms hereof or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive Certificate, entitling the Holder to purchase a like number of shares of Common Stock Shares as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing delivered to the Warrant Agent, together with the required form of assignment and certificate duly executed and properly completed, and such Holder shall surrender the Definitive Certificate, to be transferred, split up, combined or exchanged at the office of the Warrant Agent. Any requested transfer of Warrants, whether in book-book- entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” (each a “Signature Guarantee”) and such other documentation as the Warrant Agent may reasonably request). For the avoidance of doubt, in case of a Warrant in book-entry or electronic form held through the Depositary, including, without limitation, the Global Warrants, no ink-original documents nor a Signature Guarantee or any notarization shall be required to effect such transfer, split up, combination, or exchange. Thereupon the Warrant Agent shall, subject to the second to last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificate. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof. The Warrant Agent shall not have any duty or obligation to deliver Warrants or Warrant Shares or take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in form and amount satisfactory to the Warrant Agent (including the posting of an open penalty surety bond satisfactory to the Warrant Agent and holding it and the Company harmless), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, absent notice to the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Company shall provide to the Warrant Agent an opinion of counsel at or prior to the issuance of Warrants in support of a reserve of Warrant Shares for the Warrants to be issued, substantially to the effect that all Warrants or Warrant Shares, as applicable, are or will be (i) registered under the Securities Act of 1933, as amended, and (ii) upon exercise in accordance with the terms herein, in the case of the Warrant Shares, validly issued, fully paid and non-assessable.