Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile .pdf via email signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile .pdf via email signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates Warrants shall be executed on behalf of the Company by its Chief Executive Officer, Officer or Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer, either manually or by facsimile signature. The Warrant Certificates Warrants shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the a Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant CertificatesWarrant, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateWarrant, shall be a proper officer of the Company to sign such Warrant CertificateWarrant, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President, any of its Vice Presidents, or Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s Corporation's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Warrant Rights Agent and issuance and delivery by the CompanyCorporation, such Warrant Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Corporation with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Warrant Right Certificate may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company Corporation to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated as the appropriate place for surrender of such purposesRight Certificate or transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates and the certificate number and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Right Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile .pdf via email signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile .pdf via email signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Global Warrants or Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Global Warrants or Warrant Certificates, the number of warrants evidenced on the face of each of such Global Warrants or Warrant Certificate and the date of each of such Global Warrants or Warrant Certificate. The Warrant Agent will create a special account for the issuance of Global Warrants and Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrants and the Warrant Certificates.Shares. The Company shall provide an opinion of counsel dated as of the Effective Date to set up reserve of Warrants and reserve of shares of Common Stock for issuance upon exercise of the Warrants, upon which opinion the recipients of the Warrants and Warrant Shares shall be entitled to rely. The opinion shall state that:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually manual or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually manual or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposespurpose, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. (a) The Warrant Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Warrant Rights Certificates shall be countersigned by an authorized signatory of the Warrant Agent by Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Rights Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Rights Certificate, shall be a proper officer of the Company to sign such Warrant Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any of the Rights Certificates ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who, at its office designated for such purposes, books for registration and transfer the actual date of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each countersignature of such Warrant Certificate and Rights Certificate, is properly authorized to countersign such Rights Certificate, although at the date of each the execution of this Agreement any such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificatesperson was not so authorized.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its a Chief Executive Officer, Officer or Chief Financial Officer or Vice PresidentOfficer, either manually or by facsimile signature, and and, if applicable, have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer or Vice Presidentthe Secretary, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the Chief Executive Officer, the President or any Vice President or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its a Co-Chief Executive Officer, Officer or Chief Financial Officer or Vice PresidentOfficer, either manually or by facsimile signature, and and, if applicable, have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Operating Officer or Vice PresidentChief Financial Officer, either manually or by facsimile signature, and and, if applicable, have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the a Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant CertificatesWarrant, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateWarrant, shall be a proper officer of the Company to sign such Warrant CertificateWarrant, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. (a) The Warrant Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer or any Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by an authorized signatory of the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Right Certificates, nevertheless, may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Agreement any such individual was not such an officer. In case any authorized signatory of the Rights Agent who has countersigned any Right Certificate ceases to be an authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, is properly authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificatesso authorized.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposeslocated at the address provided in Section 19 hereof, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile electronic signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually manual or by facsimile electronic signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually manual or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposespurpose, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer or Vice its President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposesin Mountain View, California, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President, any of its Vice Presidents, or Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s Corporation's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Warrant Rights Agent and issuance and delivery by the CompanyCorporation, such Warrant Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Corporation with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Warrant Right Certificate may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company Corporation to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated as the appropriate place for surrender of such purposesRight Certificate for transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates and the certificate number and the date of each of such Warrant Certificatethe Right Certificates. The Warrant Agent will create a special account for the issuance Section 6. Transfer, Split-Up, Combination and Exchange of Warrant Right Certificates.; Mutilated, Destroyed, Lost or Stolen Right CertificateSection 6. Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated,

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile .pdf via email signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile .pdf via email signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.Certificates and issuance of Common Stock to be issued upon exercise of the Warrants. The Company shall provide an opinion of counsel prior to the Effective Time to set up reserve of warrants and related Common Stock. The opinion shall state that all warrants are:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile facsimilise signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.. The Company shall provide an opinion of counsel prior to the Initial Exercise Date to set up reserve of warrants. The opinion shall state that all warrants are:

Countersignature and Registration. (a) The Warrant Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary General Counsel of the Company, either manually or by facsimile signature. The Warrant Rights Certificates shall be countersigned by an authorized signatory of the Warrant Agent by Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Rights Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Rights Certificate, shall be a proper officer of the Company to sign such Warrant Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any of the Rights Certificates ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who, at its office designated for such purposes, books for registration and transfer the actual date of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each countersignature of such Warrant Certificate and Rights Certificate, is properly authorized to countersign such Rights Certificate, although at the date of each the execution of this Agreement any such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificatesperson was not so authorized.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, kept books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Co-Chief Executive Officer, Officers or Chief Financial Officer or Vice PresidentOfficer, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman of the Board, Chief Financial Officer its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates Each Right Certificate shall be manually countersigned by an authorized signatory of the Warrant Agent by either manually or by facsimile signature and Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates issued hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates Right Certificate shall cease to be such an officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery of the certificate by the Company, such Warrant CertificatesRight Certificate, nevertheless, may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Right Certificate had not ceased to be such an officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Warrant the Right Certificate, shall be a proper officer of the Company to sign such Warrant the Right Certificate, although at the date of the execution of this Rights Agreement any such that person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposesprincipal office, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on its face by each of the face Right Certificates and the date and certificate number of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Right Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the President or Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by a Vice President or the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Company's officers who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the City of Ardmore, Commonwealth of Pennsylvania books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the President and Chief Executive Officer or the Vice President and Chief Financial Officer, or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the President, the Chief Executive Financial Officer, the Chief Financial Operating Officer or Vice Presidentthe Secretary, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the President or any Vice President or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.. The Company shall provide an opinion of counsel prior to the Initial Exercise Date to set up a reserve of Warrants. The opinion shall state that all Warrants (other than the Unregistered Warrants) are:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the President and Chief Executive Officer and the Chief Financial Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or Company by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the City of Glendale, State of California, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by an authorized officer of the Company or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President, any of its Vice Presidents, or Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s Corporation's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Warrant Rights Agent and issuance and delivery by the CompanyCorporation, such Warrant Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Corporation with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of Corporation. Following the Company by any person whoDistribution Date, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of such purposesRight Certificate or transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates and the certificate number and the date of each of such Warrant Certificatethe Right Certificates. The Warrant Subject to Section 6 and Section 7(c) hereof, the Corporation and the Rights Agent will create a special account may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the issuance Corporation nor the Rights Agent, subject to the last sentence of Warrant CertificatesSection 7(e) hereof, shall be affected by any notice to the contrary.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice its President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposesin South St. Pxxx, MN, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Class B Rights Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman of the Board, Chief Financial Officer President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Class B Rights Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Class B Rights Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Class B Rights Certificates, nevertheless, may be countersigned by the Warrant Rights Agent, issued issued, and delivered with the same force and effect as though the person who signed such Warrant Certificate Class B Rights Certificates had not ceased to be such officer of the Company; and any Warrant . Any Class B Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Class B Rights Certificate, shall be a proper officer of the Company to sign such Warrant Class B Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its the office of the Rights Agent designated for such purposespurpose, books for registration and transfer of the Warrant Class B Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Class B Rights Certificates, the number of warrants Class B Rights evidenced on the its face of by each of such Warrant Certificate the Class B Rights Certificates, and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for countersignature thereof by the issuance of Warrant CertificatesRights Agent.

Countersignature and Registration. The Warrant Right Certificates shall be duly executed on behalf of the Company by its Chief Executive Officer, Financial Officer or such other executive officer of the Company designated by the Chief Financial Officer or Vice Presidentof the Company, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary of the Company or an Assistant such other executive officer of the Company designated by the Secretary of the Company, either manually or by facsimile signature. The Warrant Upon written request by the Company, the Right Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature and signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, Right Certificates nevertheless may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Right Certificate, shall be is a proper officer of the Company to sign such Warrant Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its office or offices designated for such purposespurpose, books for registration and of the transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates, and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Right Certificates.

Countersignature and Registration. (a) The Warrant Right Certificates shall be executed on behalf of the Company Company, unless otherwise determined by the Board of Directors (which other determination shall be promptly transmitted to the Rights Agent), by its Chief Executive Officerchief executive officer, Chief Financial Officer chief financial officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary any other officer of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be manually countersigned by an authorized signatory of the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed or whose facsimile signature shall appear on any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant CertificatesRight Certificates may, nevertheless, may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution signing of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Agreement such person was not such an officer. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificatessignatory.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and and, if applicable, have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman of the Board, Chief Financial Officer President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature signature, by the Warrants Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Warrants Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Warrants Agent, issued issued, and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any . Any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Warrants Agent will shall keep or cause to be kept, at its the office of the Warrants Agent designated for such purposespurpose, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for countersignature thereof by the issuance of Warrant CertificatesWarrants Agent.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in New York City, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Principal Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. (a) The Warrant Right Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer its President or any Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature facsimile, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Right Certificates, nevertheless, may be countersigned by the Warrant Rights Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. The Warrant In case any authorized signatory of the Rights Agent will keep or cause who shall have countersigned any of the Right Certificates shall cease to be keptsuch signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at its office designated for such purposes, books for registration and transfer the actual date of the Warrant Certificates issued hereunder. Such books countersignature of such Right Certificate, shall show the names and addresses be a proper signatory of the respective Holders of the Warrant CertificatesRights Agent to countersign such Right Certificate, the number of warrants evidenced on the face of each of such Warrant Certificate and although at the date of each the execution of this Rights Agreement any such Warrant Certificate. The Warrant Agent will create person was not such a special account for the issuance of Warrant Certificatessignatory.

Countersignature and Registration. (a) The Warrant Rights Certificates shall be executed on behalf of the Company by any one of its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer Officer, its President or any Senior Vice President or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Warrant Rights Certificates shall be countersigned by an authorized signatory of the Warrant Rights Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Rights Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Rights Certificates, nevertheless, may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Warrant Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Rights Certificate, shall be a proper officer of the Company to sign such Warrant Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any Right Certificate ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at its office designated for such purposes, books for registration and transfer the actual date of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each countersignature of such Warrant Certificate and Right Certificate, is properly authorized to countersign such Right Certificate, although at the date of each the execution of this Agreement any such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificatesperson was not so authorized.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile .pdf via email signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile .pdf via email signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates. The Company will keep or cause to be kept at one of its offices designated for such purpose, books for the registration and transfer of any Warrant Certificates issued hereunder and the Warrant Agent shall not have any obligation to keep books and records with respect to any Warrants. Such Company books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each such Warrant Certificates and the date of each such Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease ceases to be such an officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such an officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. .The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of shares of Common Stock to holders who have not yet surrendered their Warrant Certificates.certificates. When any such Warrant certificates are surrendered, the Warrant Agent will convert them for stock certificates representing common stock of the Company. The Company shall provide an opinion of counsel prior to the conversion date to set up a reserve of shares of Common Stock. The opinion shall state that all such shares are:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the President and Chief Executive Officer and the Chief Financial Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or Company by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the [City of Glendale, State of California], books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by an authorized officer of the Company or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. .. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, its President. Chief Financial Officer or Executive Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case ease any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, kept books for registration and transfer of the Warrant Certificates issued hereunderhereunder (the “Warrant Register”). Such books The Warrant Agent shall, on behalf of the Company, maintain the Warrant Register, which shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for , the issuance number of Warrant CertificatesShares purchased and the date of such purchases.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, Chief Financial Officer by manual or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Warrant Certificates Certificate (other than any Definitive Certificate issued pursuant to a Warrant Exchange, which shall not require a countersignature of the Warrant Agent) shall be countersigned by the Warrant Agent either manually, by either manually facsimile or by facsimile signature and shall not be valid for any purpose unless so countersignedsome other form of electronic signature. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder, other than the Warrants evidenced by any Definitive Certificate. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The For purposes of clarity, the Warrant Agent will create shall not be required to keep a special account book for the issuance registration and transfer of Warrant Definitive Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates. The Company shall provide an opinion of counsel prior to the Issue Date which shall be in substantially the form attached hereto as Exhibit 2.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its the President or Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by a Vice President or the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Company’s officers who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the City of Ardmore, Commonwealth of Pennsylvania books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the President and Chief Executive Officer or the Vice President and Chief Financial Officer, or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company BJ by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s BJ's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyBJ, either manually or by facsimile signature. The Warrant Certificates Certificate shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company BJ who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company BJ before countersignature by the Warrant Agent and issuance and delivery by the CompanyBJ, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the CompanyBJ; and any Warrant Certificate may be signed on behalf of the Company BJ by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company BJ to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in New York City, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants BJ Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates Warrants shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyPrincipal Financial Officer, either manually or by facsimile signature. The Warrant Certificates Warrants shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the a Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant CertificatesWarrant, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateWarrant, shall be a proper officer of the Company to sign such Warrant CertificateWarrant, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants Warrant Shares evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Class A Rights Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman of the Board, Chief Financial Officer President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Class A Rights Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Class A Rights Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Class A Rights Certificates, nevertheless, may be countersigned by the Warrant Rights Agent, issued issued, and delivered with the same force and effect as though the person who signed such Warrant Certificate Class A Rights Certificates had not ceased to be such officer of the Company; and any Warrant . Any Class A Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Class A Rights Certificate, shall be a proper officer of the Company to sign such Warrant Class A Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its the office of the Rights Agent designated for such purposespurpose, books for registration and transfer of the Warrant Class A Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Class A Rights Certificates, the number of warrants Class A Rights evidenced on the its face of by each of such Warrant Certificate the Class A Rights Certificates, and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for countersignature thereof by the issuance of Warrant CertificatesRights Agent.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer President or any Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Agent by Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Warrant Rights Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office or offices designated as the appropriate place for such purposessurrender of Right Certificates upon exercise or transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the face of each of such Warrant Certificate and the Right Certificates, the date of each of such Warrant Certificatethe Right Certificates and the Right Certificate number. The Warrant Agent will create a special account for the issuance of Warrant Certificates.EXHIBIT 4.1

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in Chicago, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman of the Board, Chief Financial Officer President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Agent by Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Right Certificates, nevertheless, may be countersigned by the Warrant Rights Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be so authorized; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officerso authorized. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated as the appropriate place for surrender of such purposesRight Certificate for transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates and the certificate number and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Right Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal seal, if applicable, or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, Chief Financial Officer its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, signature and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, any Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Warrant Upon written request by the Company, the Right Certificates shall be countersigned by the Warrant Agent by countersigned, either manually or by facsimile signature and signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed any of the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, Right Certificates nevertheless may be countersigned by the Warrant Agent, Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Warrant Right Certificate, shall be is a proper officer of the Company to sign such Warrant Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. The Warrant Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its office or offices designated for such purposespurpose, books for registration and of the transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Certificate the Right Certificates, and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Right Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Officer or Chief Financial Officer or Vice PresidentOfficer, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.. The Company shall provide an opinion of counsel prior to the Effective Date to set up a reserve of Warrants and Ordinary Shares underlying all such Warrants. The opinion shall state, among such other things that may reasonably be necessary, that all Warrants and Ordinary Shares underlying such Warrants and any shares issued upon exercise of the Warrants are:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chairman, President, Chief Executive Officer, Chief Financial Officer or any of its Vice PresidentPresidents, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates Certificate shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in New York, New York, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officerthe Chairman of the Board, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary President or an Assistant the Secretary of the Company, either manually or Company by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the City of Ardmore, Commonwealth of Pennsylvania books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the Chairman of the Board and Chief Executive Officer, the President or any Vice President or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officerthe Chairman of the Board, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary President or an Assistant the Secretary of the Company, either manually or Company by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Certificates had not ceased to be such officer of the Company; and any Warrant Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant CertificateCertificates, shall be a proper officer of the Company to sign such Warrant CertificateCertificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in the City of Ardmore, State of Pennsylvania books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates, and the date of each of such the Warrant CertificateCertificates. The Warrant Agent will create shall countersign a special account for the Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the Chairman of the Board and Chief Executive Officer, the President or any Vice President or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant CertificatesCertificates as hereinafter provided.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of PetroFina by the Company by its Chief Executive Officer, Chief Financial Officer or Vice PresidentChairman and the Managing Director, either manually or by facsimile signature, and have affixed thereto the Company’s PetroFina's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyPetroFina, either manually or by facsimile signature. The Warrant Certificates shall be manually countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company PetroFina who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company PetroFina before countersignature by the Warrant Agent and issuance and delivery by the CompanyPetroFina, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the CompanyPetroFina; and any Warrant Certificate may be signed on behalf of the Company PetroFina by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company PetroFina to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in New York City, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants PetroFina Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually by electronic or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually electronic or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant CertificatesCertificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper an authorized officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant CertificatesWarrants, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease ceases to be such an officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such an officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of shares of Common Stock to holders who have not yet surrendered their Warrant Certificates.certificates. When any such Warrant certificates are surrendered, the Warrant Agent will convert them for stock certificates representing common stock of the Company. The Company shall provide an opinion of counsel prior to the conversion date to set up a reserve of shares of Common Stock. The opinion shall state that all such shares are:

Countersignature and Registration. The Warrant Right Certificates shall be executed on behalf of the Company by its Chairman, Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Right Certificates shall be countersigned by the Warrant Agent by Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Warrant Right Certificates shall cease to be such officer of the Company before countersignature by the Warrant Rights Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Warrant Rights Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate Right Certificates had not ceased to be such officer of the Company; and any Warrant . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Right Certificate, shall be a proper officer of the Company to sign such Warrant Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. The Warrant Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office or offices designated as the appropriate place for such purposessurrender of Right Certificates upon exercise or transfer, books for registration and transfer of the Warrant Right Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Right Certificates, the number of warrants Rights evidenced on the face of each of such Warrant Certificate and the Right Certificates, the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant CertificatesRight Certificates and the Right Certificate number.

Countersignature and Registration. The Warrant (a) Rights Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be General Counsel attested by the its Secretary or an one of its Assistant Secretary Secretaries. The signature of any one or more of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of the Company shall bind the Company, either manually notwithstanding that such individuals or by facsimile signatureany of them have ceased to hold such offices prior to the countersignature of such Rights Certificates or did not hold such offices at the date of such Rights Certificates. The Warrant Certificates No Rights Certificate shall be countersigned by the Warrant Agent by either manually entitled to any benefit under this Agreement or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be there appears on such officer of the Company before Rights Certificate a countersignature duly executed by the Warrant Rights Agent by manual or facsimile signature of an authorized signatory, and issuance such countersignature upon any Rights Certificate shall be conclusive evidence, and delivery the only evidence, that such Rights Certificate has been duly countersigned as required hereunder. (b) Following the Distribution Date and upon receipt by the CompanyRights Agent of written notice to that effect, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Rights Agent will keep or cause to be kept, at its office designated for such purposessurrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Warrant Rights Certificates issued hereunder. Such books shall show the names name and addresses address of each holder of the respective Holders of the Warrant Rights Certificates, the number of warrants Rights evidenced on the its face of by each of such Warrant Rights Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificateseach Rights Certificate.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive OfficerChairman, Chief Financial Officer its President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile facsimilise signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices in Canton, Massachusetts, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.. The Company shall provide an opinion of counsel prior to the Effective Time to set up reserve of warrants. The opinion shall state that all warrants are:

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer Officer, Treasurer, Secretary or any President or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants Warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. (a) The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer Chairman or Vice its President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company Total by its Chief Executive Officerany authorized officer of Total, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary officer acting in one of the Companycapacities set forth in Exhibit A, (an "Authorized Officer") which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by Agent, either manually or by facsimile signature signature, which need not be the same signatory for all of the Warrant Certificates and shall not be valid for any purpose unless so countersigned. In case any officer Authorized Officer of the Company Total who shall have signed any of the Warrant Certificates shall cease to be such officer Authorized Officer of the Company Total before countersignature by the Warrant Agent and issuance and delivery by the CompanyTotal, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the CompanyTotal; and any Warrant Certificate may be signed on behalf of the Company Total by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer an Authorized Officer of the Company Total authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officerAuthorized Officer. The Warrant Agent will keep or cause to be kept, at one of its office designated for such purposesoffices in New York City, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants Total Warrants evidenced on the its face of by each of such the Warrant Certificate Certificates and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates Certificate shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer Officer, Financial Controller or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates Certificate shall be countersigned by the Warrant Agent by either manually manual, electronic or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates Certificate shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant CertificatesCertificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant CertificatesWarrant, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant CertificatesWarrants.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.

Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Accounting Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office designated for such purposesof one of its agents, books for registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.