Common use of Exchange and Transfer of Warrant Certificates Clause in Contracts

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to the Detachable Date, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a service charge for any exchange [or registration of transfer] of Warrant Certificates, and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER (a) In addition to any other legend which may be required by applicable law, each Warrant Certificate representing a Warrant and each certificate representing Warrant Shares issued upon exercise of a Warrant shall have endorsed, to the extent appropriate, upon its face the following words: NEITHER THE SECURITY REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF WARRANT CERTIFICATES. [IF OFFERED 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT LAWS OF ANY OFFERED SECURITIES--Upon] [IF OFFERED JURISDICTION. THIS SECURITY AND THE SECURITIES WITH WARRANTS WHICH ARE ISSUABLE UPON ITS EXERCISE MAY NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attachedBE OFFERED, and only for the purpose of effectingSOLD, or in conjunction withTRANSFERRED, an exchange or transfer of such Offered Security. Prior to the Detachable DatePLEDGED, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable DateASSIGNED, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]]ENCUMBERED, Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (SUBJECT TO ANY LIMITATIONS IMPOSED I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH EXCHANGES)--After the Detachable DateSECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]]OR APPLICABLE STATE SECURITIES LAW, Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of WarrantsRELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY OPINING AS TO SUCH EXEMPTION. THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF MARCH 26, 2007, BETWEEN THE COMPANY AND BAYER SCHERING PHARMA AG. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a service charge for any exchange [or registration of transfer] of Warrant Certificates, and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--- Upon] [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--DETACHABLE - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, effecting or in conjunction with, with an exchange or transfer of such Offered Security. Prior to the any Detachable Date, each transfer of the Offered Security [on the register maintained with respect to of the Offered Other Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, Date upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]__________________ ], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer thereof may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like the same aggregate number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable DateThe Warrant Agent shall keep, upon] [Upon] surrender at the principal its corporate trust office of the Warrant Agent [or [and at ______________ _____________________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]____ ________________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a . No service charge shall be made for any exchange [or registration of transfer] transfer of Warrant Certificates, and but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] , an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to the Detachable Date, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a service charge for any exchange [or registration of transfer] of Warrant Certificates, and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].or

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--If Offered Securities with Warrants which are immediately detachable-Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--If Offered Securities with Warrants which are not immediately detachable-Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to the Detachable Date, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, Date upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--If registered Warrants-or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS If registered and bearer Warrants (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After subject to any limitations imposed with respect to such exchanges)--[After the Detachable Date, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants and Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--If registered Warrants-The Warrant Agent shall keep, at its corporate trust officeoffice [and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]__] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a No service charge shall be made for any exchange [(or registration of transfer] of Warrant Certificates, and but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of or transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or Or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer]. SECTION 4.02.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER The Warrants (and any Warrant Shares issued upon exercise of the Warrants) shall be transferable only in accordance with the terms of this Agreement and the Purchase Agreement and shall bear a legend in substantially the following form: "NEITHER THE ISSUANCE OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attachedBE OFFERED, and only for the purpose of effectingSOLD, or in conjunction withTRANSFERRED, an exchange or transfer of such Offered Security. Prior to the Detachable DatePLEDGED, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable DateHYPOTHECATED OR OTHERWISE ASSIGNED, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS EXCEPT PURSUANT TO (SUBJECT TO ANY LIMITATIONS IMPOSED i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH EXCHANGES)--After SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR (ii) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME, AND THE TERMS AND CONDITIONS CONTAINED IN A WARRANT AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF THE FORM OF SUCH STOCK AND WARRANT PURCHASE AGREEMENT OR WARRANT AGREEMENT WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." The Company may from time to time register the Detachable Date, upon] [Upon] surrender at the principal corporate trust office transfer of the Warrant Agent [or [__________]], any outstanding Warrant Certificates in bearer form may a warrant register to be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates maintained by the Company upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]] for exchange [or registration of transfer], properly endorsed or thereof accompanied by appropriate a written instrument or instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and duly executed by the Warrant Agent.] The Company may require payment of Holder or Holders thereof or by the duly appointed legal representative thereof or by a service charge for duly authorized attorney. Upon any exchange [or such registration of transfer] of , a new Warrant Certificates, and may require payment of a sum sufficient Certificate shall be issued to cover any stamp or other tax or other governmental charge that the transferee(s). Warrant Certificates may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer exchanged at the option of the Warrant Agent shall manually countersign and deliver Holder(s) thereof, when surrendered to the person or persons entitled thereto a Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates duly authorized of like tenor and executed by representing in the Company, as so requested. The aggregate a like number of Warrant Agent Shares; PROVIDED that the Company shall not be required to effect issue any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a representing any fractional Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer]Shares.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES---- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--DETACHABLE -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting, effecting or in conjunction with, with an exchange or transfer of such Offered Security. Prior to the any Detachable Date, each transfer of the Offered Security [on the register maintained with respect to of the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, Date upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer thereof may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like the same aggregate number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable DateThe Warrant Agent shall keep, upon] [Upon] surrender at the principal its corporate trust office of the Warrant Agent [or [and at __________________________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [________]__________________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a . No service charge shall be made for any exchange [or registration of transfer] transfer of Warrant Certificates, and but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] , an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to the Detachable Date, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [___________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a service charge for any exchange [or registration of transfer] of Warrant Certificates, and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. Prior to the Detachable Date, each transfer of the Offered Security [on the register maintained with respect to the Offered Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates evidence a like number of Warrants as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--WARRANTS-- The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or [or________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] The Company may require payment of a service charge for any exchange [or registration of transfer] of Warrant Certificates, and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].