Exhibit 10.1


 


Execution Version


 





 



 


WARRANT AGREEMENT


 


BETWEEN


 


HERTZ GLOBAL HOLDINGS, INC.


 


AND


 


COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY,
N.A.,


 


COLLECTIVELY AS WARRANT AGENT


 


JUNE 30, 2021


 





 



 






     


     


    

 


	TABLE OF CONTENTS
	 	 
	SECTION 1. Appointment of Warrant Agent	1
	SECTION 2. Issuances; Exercise Price	1
	SECTION 3. Form of Warrants	2
	SECTION 4. Execution of Global Warrant Certificates	2
	SECTION 5. Registration and Countersignature	3
	SECTION 6. Registration of Transfers and Exchanges	3
	SECTION 7. Duration and Exercise of Warrants	7
	SECTION 8. Cancellation of Warrants	10
	SECTION 9. Mutilated or Missing Global Warrant Certificates	10
	SECTION 10. Reservation of Warrant Shares	10
	SECTION 11. Stock Exchange Listings	10
	SECTION 12. Adjustments and Other Rights	11
	SECTION 13. No Fractional Shares	21
	SECTION 14. Redemption	21
	SECTION 15. Notices to Warrantholders	22
	SECTION 16. Merger, Consolidation or Change of Name of Warrant Agent	22
	SECTION 17. Warrant Agent	23
	SECTION 18. Change of Warrant Agent	26
	SECTION 19. Warrantholder Not Deemed a Stockholder	27
	SECTION 20. Notices to Company and Warrant Agent	27
	SECTION 21. Withholding and Reporting Requirements	28
	SECTION 22. Exercise of Warrants and Beneficial Ownership Limitations	28
	SECTION 23. Supplements and Amendments	29
	SECTION 24. Related Party Transactions	29
	SECTION 25. Successors	29
	SECTION 26. Termination	29
	SECTION 27. Governing Law Venue and Jurisdiction; Trial By Jury	30
	SECTION 28. Benefits of this Agreement	30
	SECTION 29. Counterparts	30
	SECTION 30. Headings	30
	SECTION 31. Severability	30
	SECTION 32. Meaning of Terms Used in Agreement	30
	 	 
	SCHEDULES AND EXHIBITS	 
	 	 
	Exhibit A                       Form of Global Warrant Certificate	 
	Exhibit B-1                    Form of Election to Exercise Book-Entry Warrants	 
	Exhibit B-2                    Form of Election to Exercise Direct Registration Warrants	 
	Exhibit C                       Form of Assignment	 



 






     


     


    

 


WARRANT AGREEMENT


 


This WARRANT AGREEMENT (this
 “Agreement”), dated as of June 30, 2021 by and between HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation
(the “Company”) and COMPUTERSHARE INC., a Delaware corporation, and its wholly-owned subsidiary, COMPUTERSHARE TRUST
COMPANY, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”) (each a “Party”
and collectively, the “Parties”).


 


Capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings assigned to them in the Plan (as defined below).


 


PRELIMINARY STATEMENTS


 


WHEREAS, on May 22, 2020,
the Company, The Hertz Corporation and certain of their direct and indirect subsidiaries in the U.S. and Canada (collectively the “Debtors”)
commenced voluntary cases under chapter 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”)
in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which cases are being jointly administered
before the Bankruptcy Court under the caption In re The Hertz Corporation, et al., Case No. 20-11218 (MFW) (the “Chapter
11 Cases”);


 


WHEREAS, pursuant to the First
Modified Third Amended Joint Chapter 11 Plan of Reorganization of the Debtors filed with the Bankruptcy Court on May 14, 2021, [D.I.
4754], (together with all exhibits, appendices, and schedules thereto, and as may be amended, modified, or supplemented from time to time,
the “Plan”), the Company will issue or cause to be issued, on or as soon as reasonably practicable after the Effective
Date, warrants (the “Warrants”) entitling holders thereof to purchase initially an aggregate of up to 89,049,029 shares
of common stock, par value $0.01 per share (the “Common Stock”) of the Company, on the terms and subject to the conditions
set forth in this Agreement;


 


WHEREAS, the Warrants are being
issued pursuant to, and on the terms and subject to the conditions set forth in, the Plan in an offering in reliance on the exemption
afforded by section 1145 of the Bankruptcy Code from the registration requirements of the Securities Act of 1933, as amended (the
 “Securities Act”), and of any applicable state securities or “blue sky” laws; and


 


WHEREAS, the Warrant Agent,
at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, registration, transfer,
exchange and exercise of the Warrants.


 


NOW, THEREFORE, in consideration
of the premises and mutual agreements herein set forth, the parties hereto agree as follows:


 


SECTION 1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the instructions hereinafter set forth in this Agreement (and no implied terms); and the Warrant Agent hereby accepts such appointment,
on the terms and subject to the conditions hereinafter set forth.


 


SECTION 2.
Issuances; Exercise Price. On the terms and subject to the conditions of this Agreement, in accordance with the terms of
the Plan, on or as soon as reasonably practicable after the Effective Date, the Company will issue the Warrants in the amounts and to
the recipients specified in the Plan. On such date, the Company will deliver, or cause to be delivered, to the Depository (as defined
below), one or more Global Warrant Certificates (as defined below) evidencing a portion of the Warrants. The remainder of the Warrants
shall be issued by book-entry registration on the books of the Warrant Agent (“Book-Entry Warrants”) and shall be
evidenced by statements issued by the Warrant Agent from time to time to the registered holder of Book-Entry Warrants reflecting such
book-entry position (the “Warrant Statement”). Each Warrant evidenced thereby entitles the holder, upon proper exercise
and payment of the applicable Exercise Price (as defined herein), to receive from the Company, as adjusted as provided herein, one fully-paid,
non-assessable share of Common Stock (the “Warrant Number”) at a price equal to $13.80 per share (as the same may
be hereafter adjusted pursuant to Section 12, the “Exercise Price”). The shares of Common Stock or (as
provided pursuant to Section 12 hereof) securities, Cash or other property deliverable upon proper exercise of the Warrants
are referred to herein as the “Warrant Shares.” The maximum number of shares of Common Stock issuable pursuant to
the Warrants shall initially be 89,049,029, as such number is adjusted from time to time pursuant to this Agreement.


 






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SECTION 3.
Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry
registration on the books and records of the Warrant Agent and evidenced by Warrant Statements, in customary form and substance and/or
(2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election
to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A attached
hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions
and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto
or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant
Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution
of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and
all of which shall be acceptable to the Warrant Agent.


 


The Global Warrant Certificates
shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or
with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name
of Cede & Co., or such other entity designated by the Depository, as the Depository’s nominee. Each Global Warrant Certificate
shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate
amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby
may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.


 


SECTION 4.
Execution of Global Warrant Certificates. Global Warrant Certificates shall be signed on behalf of the Company by its Chief
Executive Officer, its President, its General Counsel, a Vice President, its Secretary, an Assistant Secretary or any other authorized
person appointed by the board of directors of the Company from time to time (each, an “Appropriate Officer”). Each
such signature upon the Global Warrant Certificates may be in the form of a facsimile or electronic signature of any such Appropriate
Officer and may be imprinted or otherwise reproduced on the Global Warrant Certificates and for that purpose the Company may adopt and
use the facsimile or electronic signature of any Appropriate Officer.


 


If any Appropriate Officer who
shall have signed any of the Global Warrant Certificates shall cease to be an Appropriate Officer before the Global Warrant Certificates
so signed shall have been countersigned by the Warrant Agent or disposed of by the Company, such Global Warrant Certificates nevertheless
may be countersigned and delivered or disposed of as though such Appropriate Officer had not ceased to be an Appropriate Officer of the
Company, and any Global Warrant Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution
of such Global Warrant Certificate, shall be an Appropriate Officer, although at the date of the execution of this Agreement such Person
was not an Appropriate Officer.


 






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Global Warrant Certificates
shall be dated the date of countersignature by the Warrant Agent and shall represent one or more whole Warrants.


 


SECTION 5.
Registration and Countersignature. Upon written order of the Company, the Warrant Agent shall (i) register in the
Warrant Register (as defined below) the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges and transfers of
outstanding Warrants in accordance with the procedures set forth in this Agreement and (ii) upon receipt of the Global Warrant Certificates
duly executed on behalf of the Company, countersign by either manual or facsimile signature one or more Global Warrant Certificates evidencing
Warrants and shall deliver such Global Warrant Certificates to or upon the written order of the Company. Such written order of the Company
shall specifically state the number of Warrants that are to be issued as Book-Entry Warrants and the number of Warrants that are to be
issued as a Global Warrant Certificate. A Global Warrant Certificate shall be, and shall remain, subject to the provisions of this Agreement
until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance
with the terms hereof. Each Person in whose name any Warrant is registered (each such registered holder, a “Warrantholder”)
shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the
Company) as fully and effectively as if such Warrantholder had signed the same.


 


No Global Warrant Certificate
shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Global Warrant Certificate has been
countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Global Warrant Certificate
executed by the Company shall be conclusive evidence that such Global Warrant Certificate so countersigned has been duly issued hereunder.


 


The Warrant Agent shall keep,
at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations
as it may prescribe, it shall register the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges and transfers
of outstanding Warrants in accordance with the procedures set forth in Section 6 of this Agreement, all in form satisfactory
to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of the Warrants, 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 on
the Warrantholder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect
an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.


 


Prior to due presentment for
registration of transfer or exchange of any Warrant in accordance with the procedures set forth in this Agreement, the Warrant Agent and
the Company may deem and treat the Warrantholder as the absolute owner of such Warrant (notwithstanding any notation of ownership or other
writing made in a Global Warrant Certificate by anyone), for the purpose of any exercise thereof, any distribution to the Warrantholder
thereof and for all other purposes, and neither the Warrant Agent nor the Company shall be affected by notice to the contrary.


 


SECTION 6.
Registration of Transfers and Exchanges.


 


(a)            Transfer
and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates
or beneficial interests therein shall be effected through the Depository, in accordance with this Agreement and the procedures of the
Depository therefor.


 


(b)            Exchange
of a Beneficial Interest in a Global Warrant Certificate for a Book-Entry Warrant.


 






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(i)            Any
Warrantholder of a beneficial interest in a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Book-Entry
Warrant. Upon receipt by the Warrant Agent from the Depository or its nominee of written instructions or such other form of instructions
as is customary for the Depository on behalf of any Person having a beneficial interest in a Global Warrant Certificate, the Warrant Agent
shall cause, in accordance with the standing instructions and procedures existing between the Depository and Warrant Agent, the number
of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by the Book-Entry
Warrants to be issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction,
the Warrant Agent shall register in the name of the Warrantholder a Book-Entry Warrant and deliver to said Warrantholder a Warrant Statement.


 


(ii)            Book-Entry
Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 6(b) shall
be registered in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Warrant Agent. The Warrant Agent shall deliver such Warrant Statements to the Persons in whose names such Warrants are so registered.


 


(c)            Transfer
and Exchange of Book-Entry Warrants. Book-Entry Warrants surrendered for exchange or for registration of transfer pursuant to clause
(i) of this Section 6(c) or Section 6(i)(v), shall be cancelled by the Warrant Agent. Such cancelled
Book-Entry Warrants shall then be disposed of by or at the direction of the Company in accordance with applicable law. When Book-Entry
Warrants are presented to or deposited with the Warrant Agent with a written request:


 


(i)             to
register the transfer of the Book-Entry Warrants; or


 


(ii)            to
exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of other authorized denominations;


 


then in each case the Warrant Agent shall register
the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that
the Warrant Agent has received a written instruction of transfer in a form satisfactory to the Warrant Agent, duly executed by the Warrantholder
thereof or by his attorney, duly authorized in writing.


 


(d)            Restrictions
on Exchange or Transfer of a Book-Entry Warrant for a Beneficial Interest in a Global Warrant Certificate. A Book-Entry Warrant may
not be exchanged for a beneficial interest in a Global Warrant Certificate except upon satisfaction of the requirements set forth below.
Upon receipt by the Warrant Agent of appropriate instruments of transfer with respect to a Book-Entry Warrant, in a form satisfactory
to the Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depository to make, an
endorsement on the Global Warrant Certificate to reflect an increase in the number of Warrants represented by the Global Warrant Certificate
equal to the number of Warrants represented by such Book-Entry Warrant (such instruments of transfer and instructions to be duly executed
by the holder thereof or the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signatures
to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depository), then the Warrant
Agent shall cancel such Book-Entry Warrant on the Warrant Register and cause, or direct the Depository to cause, in accordance with the
standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by the
Global Warrant Certificate to be increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue
and the Warrant Agent shall countersign a new Global Warrant Certificate representing the appropriate number of Warrants.


 






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(e)            Restrictions
on Exchange or Transfer of Global Warrant Certificates. Notwithstanding any other provisions of this Agreement (other than the provisions
set forth in Section 6(f)), unless and until it is exchanged in whole for a Book-Entry Warrant, a Global Warrant Certificate
may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor
Depository.


 


(f)            Book-Entry
Warrants. If at any time:


 


(i)            the
Depository for the Global Warrant Certificates notifies the Company that the Depository is unwilling or unable to continue as Depository
for the Global Warrant Certificates and a successor Depository for the Global Warrant Certificates is not appointed by the Company within
ninety (90) days after delivery of such notice; or


 


(ii)            the
Company, in its sole discretion, notifies the Warrant Agent in writing that all Warrants shall be exclusively in the form of Book-Entry
Warrants;


 


then the Warrant Agent, upon written instructions
signed by an Appropriate Officer of the Company and all other necessary information, shall register Book-Entry Warrants, in an aggregate
number equal to the number of Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates,
in such names and in such amounts as directed by the Depository or, in the absence of instructions from the Depository, the Company.


 


(g)            Restrictions
on Transfers of Warrants.


 


No Warrants shall be sold, exchanged or otherwise
transferred in violation of the Securities Act or applicable state securities laws. Each Warrantholder, by its acceptance of any Warrant
under this Agreement, acknowledges and agrees that the Warrants (including any Warrant Shares issued upon exercise thereof) were issued
pursuant to an exemption from the registration requirement of Section 5 of the Securities Act provided by Section 1145 of the
Bankruptcy Code, and to the extent that a Warrantholder is an “underwriter” as defined in Section 1145(b)(1) of
the Bankruptcy Code, such Warrantholder may not be able to sell or transfer any Warrant Shares in the absence of an effective registration
statement under the Securities Act or an exemption from registration thereunder.


 


(h)            Cancellation
of Global Warrant Certificate. At such time as all beneficial interests in Global Warrant Certificates have either been exchanged
for Book-Entry Warrants, redeemed, repurchased or cancelled, all Global Warrant Certificates shall be returned to, or retained and cancelled
by, the Warrant Agent, upon written instructions from the Company satisfactory to the Warrant Agent.


 


(i)            Obligations
with Respect to Transfers and Exchanges of Warrants.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant
Agent is hereby authorized, in accordance with the provisions of Section 5 and this Section 6, to countersign
such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions
of this Section 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 9
or additional Global Warrant Certificates contemplated by Section 12.


 


(ii)            All
Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global
Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry
Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.


 






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(iii)            No
service charge shall be made to a Warrantholder for any registration, transfer or exchange 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 on the Warrantholder in connection with any
such exchange or registration of transfer. Neither the Company nor the Warrant Agent shall be required to pay any tax or taxes which may
be payable in respect of any transfer involved in the issuance of Warrants or any certificates for Warrant Shares in a name other than
that of the Warrantholder of the surrendered Warrants, and the Company shall not be required to issue or deliver such Warrants or the
certificates representing the Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant
Agent shall have no duty to deliver such Warrants or the certificates representing such Warrant Shares unless and until it is satisfied
that all such taxes and charges have been paid.


 


(iv)            So
long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the
case may be, will be considered the sole owner or Warrantholder of the Warrants represented by such Global Warrant Certificate for all
purposes under this Agreement. Except as provided in Sections 6(b) and (f) upon the exchange of a beneficial interest
in a Global Warrant Certificate for Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled
to have any Warrants registered in their names, and will under no circumstances be entitled to receive physical delivery of any such Warrants
and will not be considered the owners or Warrantholders thereof under the Warrants or this Agreement. Neither the Company nor the Warrant
Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating
to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial
interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the
Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the
operations of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global
Warrant Certificate.


 


(v)            Subject
to Sections 6(b), (c) and (d), and this Section 6(i), the Warrant Agent shall, upon receipt of all information required to be
delivered hereunder and any evidence of authority that may be reasonably required by the Warrant Agent, from time to time register the
transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing
such Warrants at the Warrant Agent Office (as defined below), duly endorsed, and accompanied by a completed form of assignment substantially
in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in
the form of Exhibit C hereto), duly signed by the Warrantholder thereof or by the duly appointed legal representative thereof or
by a duly authorized attorney, such signature to be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the
Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of
transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.


 






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SECTION 7.
Duration and Exercise of Warrants.


 


(a)            Subject
to the terms of this Agreement, each Warrant shall be exercisable, in whole or in part, at any time and from time to time beginning after
the Effective Date and ending at 5:00 p.m., New York City time, on June 30, 2051 or, if such date is not a Business Day, the next
subsequent Business Day (such date, the “Expiration Date”). The Company shall promptly provide the Warrant Agent written
notice of the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, the Warrants will become void and of no
value, and may not be exercised.


 


(b)            Subject
to the provisions of this Agreement, the Warrantholder may exercise the warrants as follows:


 


(i)            registered
holders of Book-Entry Warrants must provide written notice of such election (“Warrant Exercise Notice”) to exercise
the Warrant to the Company and the Warrant Agent at the addresses set forth in Section 20 no later than 5:00 p.m., New York
City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit B-1
hereto, properly completed and executed by the registered holder of the Book-Entry Warrant and paying (x) the applicable Exercise
Price multiplied by the number of Warrant Shares in respect of which any Warrants are being exercised on the date the notice is provide
to the Warrant Agent or (y) in the case of a Cashless Exercise, paying the required consideration in the manner set forth in Section 7(d),
in each case, together with any applicable taxes and governmental charges;


 


(ii)            or,
with respect to Warrants held through the book-entry facilities of the Depository, (x) a Warrant Exercise Notice to exercise the
Warrant must be sent to the Company and the Warrant Agent at the addresses set forth in Section 20 no later than 5:00 p.m.,
New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit B-2
hereto, properly completed and executed by the Warrantholder; provided that such written notice may only be submitted with respect
to Warrants held through the book-entry facilities of the Depository, by or through Persons that are direct participants in the Depository;
(y) such Warrants shall be delivered no later than 5:00 p.m., New York City time, on the Settlement Date, to the Warrant Agent by
book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (z) a
payment must be made, of (A) the applicable Exercise Price multiplied by the number of Warrant Shares in respect of which any Warrants
are being exercised or (B) in the case of a Cashless Exercise (as defined below), the required consideration in the manner set forth
in Section 7(d), in each case, together with any applicable taxes and governmental charges. The date that is three (3) Business
Days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Agreement as the “Settlement Date.”


 


To the extent a Warrant Exercise
Notice (as defined below) is delivered in respect of a Warrant no later than 5:00 p.m., New York City time, on the Expiration Date, but
the deliveries and payments specified in clause (ii) and (iii) above are effected thereafter but no later than 5:00 p.m., New
York City time, on the Business Day immediately preceding the Settlement Date, the Warrants shall nonetheless be deemed exercised prior
to the Expiration Date for the purposes of this Agreement.


 


(c)            The
aggregate Exercise Price shall be payable in lawful money of the United States of America either by certified or official bank or bank
cashier’s check payable to the order of the Company.


 


(d)            In
lieu of paying the aggregate Exercise Price as set forth in Section 7(c), provided the Common Stock is listed or admitted
for trading on a national securities exchange or an over-the-counter market or comparable system, subject to the provisions of this Agreement,
each Warrant shall entitle the Warrantholder, at the election of such Warrantholder, to exercise the Warrant by authorizing the Company
to withhold from issuance a number of Warrant Shares issuable upon exercise of all Warrants being exercised by such Warrantholder at such
time which, when multiplied by the Current Market Price of the Warrant Shares, is equal to the aggregate Exercise Price, and such withheld
Warrant Shares shall no longer be issuable under such Warrants (a “Cashless Exercise”). The formula for determining
the number of Warrant Shares to be issued in a Cashless Exercise is as follows:


 






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		X =	  (A-B) x C	 	 
	 	 	    A	 	 



 



where:


 


X = the number of Warrant Shares issuable
upon exercise pursuant to this subsection (d).


 


A = the Current Market Price of a Warrant
Share on the Business Day immediately preceding the date on which the Warrantholder delivers the Warrant Exercise Notice pursuant to subsection
(e) below.


 


B = the Exercise Price.


 


C = the number of Warrant Shares as to
which a Warrant is then being exercised including the withheld Warrant Shares.


 


If the foregoing calculation
results in a negative number, then no Warrant Shares shall be issuable via a Cashless Exercise. The number of Warrant Shares to be issued
on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this
Section 7(d). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination
of the number of Warrant Shares to be issued on such exercise, pursuant to this Section 7(d), is accurate or correct.


 


Notwithstanding the foregoing, no Cashless Exercise shall be permitted
if, as the result of any adjustment made pursuant to Section 12, at the time of such Cashless Exercise, Warrant Shares include
a Cash component and the Company would be required to pay Cash to a Warrantholder upon an exercise of Warrants.


 


(e)            Any
exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the
Warrantholder and the Company, enforceable in accordance with its terms.


 


(f)            The
Warrant Agent shall:


 


(i)            examine
all Warrant Exercise Notices and all other documents delivered to it by or on behalf of the Warrantholders as contemplated hereunder to
ascertain whether or not, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in
accordance with their terms and the terms hereof;


 


(ii)            where
a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity
in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including
the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to
be unfulfilled;


 


(iii)            inform
the Company of and cooperate with and assist the Company in resolving any discrepancies between Warrant Exercise Notices received and
delivery of Warrants to the Warrant Agent’s account;


 


(iv)            advise
the Company no later than three (3) Business Days after receipt of a Warrant Exercise Notice, of (i) the receipt of such Warrant
Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) the instructions
with respect to delivery of the shares of Common Stock of the Company deliverable upon such exercise, subject to timely receipt from the
Depository of the necessary information, and (iii) such other information as the Company shall reasonably require; and


 






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(v)           subject
to Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the
Depository and endeavor to effect such delivery to the relevant accounts at the Depository in accordance with its requirements.


 


(g)          All
questions as to the validity, form and sufficiency (including time of receipt) of a Warrant Exercise Notice will be determined by the
Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect
of such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form
or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination
by the Company shall be final and binding on the Warrantholders, absent manifest error. Moreover, the Company reserves the absolute right
to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise
of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Warrantholders of the Warrants of
any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice.


 


(h)          As
soon as practicable after the exercise of any Warrant as set forth in subsection (e), the Company shall issue, or otherwise deliver, or
cause to be issued or delivered, in authorized denominations to or upon the order of the Warrantholder of the Warrants, either:


 


(i)            if
such Warrantholder holds the Warrants being exercised through the Depository’s book-entry transfer facilities, by same-day or next-day
credit to the Depository for the account of such Warrantholder or for the account of a participant in the Depository the number of Warrant
Shares to which such Warrantholder is entitled, in each case registered in such name and delivered to such account as directed in the
Warrant Exercise Notice by such Warrantholder or by the direct participant in the Depository through which such Warrantholder is acting,
or


 


(ii)            if
such Warrantholder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the Warrant Shares
registered on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated
by such Warrantholder in its Warrant Exercise Notice of a physical certificate representing the number of Warrant Shares to which such
Warrantholder is entitled, in fully registered form, registered in such name or names as may be directed by such Warrantholder. Such Warrant
Shares shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Warrantholder
as of the Close of Business on the date of the delivery thereof.


 


If less than all of
the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the
date of expiration for the Warrants, a new Global Warrant Certificate or Certificates shall be issued for the remaining number of Warrants
evidenced by the Global Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign the required new
Global Warrant Certificate or Certificates pursuant to the provisions of Section 5 and this Section 6. The Person
in whose name any certificate or certificates for the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in
the case of a book-entry transfer) upon exercise of a Warrant shall be deemed to have become the Warrantholder of such Warrant Shares
on the date such Warrant Exercise Notice is delivered.


 






    9


    


    

 


SECTION 8.
Cancellation of Warrants. Upon the Expiration Date (if not already properly exercised), or if the Company shall purchase
or otherwise acquire Warrants, the Global Warrant Certificates and the Book-Entry Warrants representing such Warrants shall thereupon
be delivered to the Warrant Agent, if applicable, and be cancelled by it and retired. The Warrant Agent shall cancel all Global Warrant
Certificates surrendered for exchange, substitution, transfer or exercise in whole or in part. Such cancelled Global Warrant Certificates
shall thereafter be disposed of in a manner satisfactory to the Company provided in writing to the Warrant Agent. The Warrant Agent shall
(x) advise an authorized representative of the Company as directed by the Company by the end of each day or on the next Business
Day following each day on which Warrants were exercised, of (i) the number of shares of Common Stock issued upon exercise of a Warrant,
(ii) the delivery of Global Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such
exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) forward funds received
for warrant exercises in a given month by the fifth (5th) Business Day of the following month by wire transfer to an account
designated by the Company. The Warrant Agent promptly shall confirm such information to the Company in writing. The Warrant Agent shall
keep copies of this Agreement and any notices given or received hereunder.


 


SECTION 9.
Mutilated or Missing Global Warrant Certificates. If any of the Global Warrant Certificates shall be mutilated, lost, stolen
or destroyed, the Company shall issue, and the Warrant Agent shall countersign by either manual, electronic or facsimile signature and
deliver, in exchange and substitution for and upon cancellation of the mutilated Global Warrant Certificate, or in lieu of and substitution
for the Global Warrant Certificate lost, stolen or destroyed, a new Global Warrant Certificate of like tenor and representing an equivalent
number of Warrants, but only upon receipt of (i) evidence reasonably satisfactory to the Company and the Warrant Agent of the loss,
theft or destruction of such Global Warrant Certificate; (ii) an open penalty surety bond and holding it and Company harmless , if
requested by either the Company or the Warrant Agent, also satisfactory to them; and (iii) absent notice to the Warrant Agent that
such certificates have been acquired by a bona fide purchaser. Applicants for such substitute Global Warrant Certificates shall also comply
with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may prescribe and as
required by Section 8-405 of the Uniform Commercial Code as in effect in the State Delaware.


 


SECTION 10.
Reservation of Warrant Shares. For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise
of Warrants, the Company will, at all times through the Expiration Date, reserve and keep available, free from preemptive rights and out
of its aggregate authorized but unissued or treasury shares of Common Stock, shares of Common Stock equal to the number of Warrant Shares
deliverable upon the exercise of all outstanding Warrants, and the transfer agent for the Company’s Common Stock (such agent, in
such capacity, as may from time to time be appointed by the Company, the “Transfer Agent”) is hereby irrevocably authorized
and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for
such purpose. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued, fully
paid and non-assessable. The Company will keep a copy of this Agreement on file with such Transfer Agent and with every transfer agent
for any Warrant Shares issuable upon the exercise of Warrants pursuant to Section 7. The Warrant Agent is hereby irrevocably
authorized to requisition from time to time from such Transfer Agent stock certificates issuable upon exercise of outstanding Warrants,
and the Company will supply such Transfer Agent with duly executed stock certificates for such purpose.


 


The Company covenants that all
Warrant Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid
and nonassessable and free from all taxes, liens, charges and security interests created by or imposed upon the Company with respect to
the issuance and holding thereof.


 


SECTION 11.
Stock Exchange Listings. So long as any Warrants remain outstanding and the Common Stock is listed on a national securities
exchange or over-the-counter market, the Company will use reasonable best efforts to list the Warrants on the same securities exchange
or over-the-counter market as the Common Stock, or if the Warrants cannot be listed on such securities exchange or over-the-counter market,
any other securities exchange or over-the-counter market acceptable to the Company’s Board of Directors (including OTCQX).


 






    10


    


    

 


SECTION 12.
Adjustments and Other Rights. The applicable Exercise Price, the number of Warrant Shares issuable upon the exercise of
each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated
in this Section 12.


 


(a)           The
issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,
in which event the Exercise Price shall be adjusted based on the following formula:


 


	EP1 = EP0 x	 
	OS0
	OS1


 


where:


 


	EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;


 


	EP1	=	the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;


 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend, distribution, subdivision or combination, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and


 


	OS1	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.


 


Such adjustment shall become effective immediately
after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective
date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type
described in this Section 12(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted
to be the Exercise Price that would then be in effect if the distribution or subdivision or combination had not been declared or announced,
as the case may be.


 


(b)            The
issuance to all holders of Common Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance
of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a
conversion price per share less than) the Current Market Price of Common Stock, in which event the Exercise Price will be adjusted based
on the following formula:


 






    11


    


    

 


	EP1 = EP0 x	OS0 + Y
	OS0 + X


 


where:


 


	EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such issuance;


 


	EP1	=	the Exercise Price in effect immediately after the Close of Business on the Record Date for such issuance;


 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such issuance;


 


	X	=	the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and


 


	Y	=	the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price.


 


Such adjustment shall become
effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights,
warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price
shall again be adjusted to be the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To
the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered
pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or
convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments
made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of
shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be
taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the
conversion of any convertible securities issued upon exercise of such rights or warrants, and the value of such consideration, if other
than Cash, shall be determined in good faith by the Board of Directors.


 


(c)            The
dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock),
(ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities (other
than Common Stock) or the Company’s assets or (iv) property or Cash, in which event the Exercise Price will be adjusted based
on the following formula:


 


	EP1 = EP0 x	SP0 – FMV
	SP0




 






    12


    


    

 


where:


 


	EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;


 


	EP1	=	the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution;


 


	SP0	=	the Current Market Price; and


 


	FMV	=	the Market Price, on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash expressed as an amount per share of outstanding Common Stock.


 


However, if the transaction
that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the payment of a dividend or other distribution
on Common Stock consists of shares of capital stock of, or similar equity interests in, a Subsidiary of the Company or other business
unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on any national or regional securities exchange
or market, then the Exercise Price will instead be adjusted based on the following formula:


 


	EP1 = EP0 x	MP0
	MP0 + FMV0


 


where:


 


	EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;


 


	EP1	=	the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution;


 


	FMV0	=	the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and


 


	MP0	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution.


 


Such decrease shall become
effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared
or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect
if such distribution had not been declared or announced.


 






    13


    


    

 


(d)           For
the purposes of Section 12(a), (b) and (c), any dividend or distribution to which Section 12(c) is
applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both)
to which Section 12(a) and/or (b) is applicable, shall be deemed instead to be (i) a dividend or distribution
of the indebtedness, assets or shares or other property to which Section 12(c) applies (and any Exercise Price adjustment
required by Section 12(c) with respect to such dividend or distribution shall be made in respect of such dividend or
distribution) immediately followed (ii) by a dividend or distribution of the shares of Common Stock or such rights or warrants to
which Section 12(a) and/or (b), as applicable, applies (and any further Exercise Price adjustment required by
Section 12(a) and/or (b) with respect to such dividend or distribution shall then be made), except, for purposes
of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately
prior to the Close of Business on the Record Date.”


 


(e)            If
the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (other than an odd-lot
tender offer), to the extent that the Cash and value of any other consideration included in the payment per share of the Common Stock
exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,
the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the
Exercise Price shall be reduced based on the following formula


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EP1	 	=	 	EP0	 	 x	 	OS0 x SP1	 	 	 	 
	 	AC + (SP1 x OS1)	 	 	 	 


 


where,


 


	 	 	 
	EP0 	=	 	the Exercise Price in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 
	EP1 	=	 	the Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 
	AC 	=	 	the aggregate value of all Cash and any other consideration (as determined by the Board of Directors in good faith) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 
	OS0 	=	 	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 
	OS1 	=	 	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	 	 
	SP1 	=	 	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


 


(f)            If
the Company issues (other than in a transaction covered by Section 12(a)) any shares of Common Stock, or options or warrants
to purchase or rights to subscribe for Common Stock, or securities by their terms convertible into or exchangeable for such Common Stock,
or options or warrants to purchase or rights to subscribe for such convertible or exchangeable securities (all of the foregoing, “Convertible
Securities”) at a price per share less than Current Market Price immediately prior to the issuance of such security, other than
securities issued pursuant to the Management Incentive Plan, then the Exercise Price in effect immediately prior to each such issuance
shall be reduced, effective as of the date of such issuance, to a price equal to the product obtained by multiplying the Exercise Price
in effect immediately prior to such issuance by the quotient obtained by dividing:


 






    14


    


    

 


(A)          an
amount equal to the sum of (x) the total number of shares of Common Stock on a fully diluted basis immediately prior to such issuance,
multiplied by the Current Market Price of one share of Common Stock immediately prior to such issuance of such shares of Common Stock
or Convertible Securities, and (y) the consideration received by the Company upon such issuance of such shares of Common Stock or
Convertible Securities; by


 


(B)          the
total number of shares of Common Stock on a fully diluted basis immediately after such issuance of such Common Stock or Convertible Securities
multiplied by the Current Market Price of one share of Common Stock immediately prior to such issuance of such shares of Common Stock
or Convertible Securities.


 


(g)          Recapitalizations,
Reclassifications and Other Changes.


 


(i)            If
any of the following events occur:


 


(A)           any
recapitalization;


 


(B)           any
reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to
which Section 12(a) applies);


 


(C)           any
consolidation, merger or combination involving the Company;


 


(D)           any
sale or conveyance to a third party of all or substantially all of the Company’s assets; or


 


(E)           any
statutory share exchange,


 


(each such event a “Reorganization Event”),
in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property
or assets (including Cash or any combination thereof) (the “Reference Property”), then following the effective time
of the transaction, the right to receive shares of Common Stock upon exercise of a Warrant shall be changed to a right to receive, upon
exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including Cash or any
combination thereof) that a holder of one share of Common Stock would have owned or been entitled to receive in connection with such Reorganization
Event (such kind and amount of Reference Property per share of Common Stock, a “Unit of Reference Property”); provided
in the event of a Change of Control Event, the Warrants shall be treated solely in accordance with Section 12(g)(v). In the
event holders of Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, other
than with respect to a Change of Control Event, the type and amount of consideration into which the Warrants shall be exercisable from
and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration
received by the holders of Common Stock in such Reorganization Event.


 






    15


    


    

 


(ii)           At
any time from, and including, the effective time of a Reorganization Event:


 


(A)          if
Cashless Exercise does not apply or is not elected upon exercise of a Warrant, each share of Common Stock per Warrant shall be equal
to a single Unit of Reference Property;


  


(B)            if
Cashless Exercise applies upon exercise of a Warrant, the number of Warrant Shares issuable upon a Cashless Exercise per Warrant shall
be a number of Units of Reference Property calculated as set forth in Section 7(d), except that the Market Price used to determine
the number of Units of Reference Property issuable upon a Cashless Exercise on any Trading Day shall be the Unit Value for such Trading
Day; and


 


(C)            the
Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property.


 


(iii)          The
value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:


 


(A)            any
shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock
exchange included in such Unit of Reference Property shall be valued as if such shares were “Common Stock” using procedures
set forth in the definition of “Closing Sale Price”;


 


(B)            any
other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors (in
a manner not materially inconsistent with the manner the Board of Directors valued such property for purposes of the Reorganization Event,
if applicable) or by a firm selected by the Board of Directors; and


 


(C)            any
Cash included in such Unit of Reference Property shall be valued at the amount thereof.


 


(iv)          On
or prior to the effective time of any Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall
execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance
with the terms of this Section 12(g). If the Reference Property in connection with any Reorganization Event includes shares
of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization
Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall
contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors shall reasonably consider
necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section 12. In the event the Company shall execute
an amendment to this Warrant Agreement pursuant to this Section 12(g), the Company shall promptly file with the Warrant Agent
a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or amount of Cash, securities
or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made
with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment
to be mailed to each Warrantholder, at its address appearing on the Warrant Register, within 20 Business Days after execution thereof.
Failure to deliver such notice shall not affect the legality or validity of such amendment.


 






    16


    


    

 


(v)          Change
of Control Event:


 


(A)          No
less than 15 Business Days prior to the scheduled closing of a Change of Control Event (or, to the extent such Change of Control Event
does not permit 15 Business Days’ notice, the earliest date that is reasonably practicable under the circumstances), the Company
shall:


 


(1)               deliver
to the Warrant Agent a notice of redemption, which shall be binding on the Company and on all Warrantholders (unless such a Change of
Control Event does not actually occur), stating that all Warrants (other than Carryover Warrants, if any, to be issued in connection with
such Change of Control Event in accordance with this Section 12(g)(v)) that have not been exercised prior to the Cut-Off Time
shall be redeemed on the Change of Control Payment Date at a price equal to the Change of Control Payment Amount (the “Redemption”);


 


(2)               cause
a notice of the Redemption to be sent at least once to the Dow Jones News Service or similar business news service in the United States;
and


 


(3)               cause
the Warrant Agent to send by first-class mail, postage prepaid to each Warrantholder, at the address appearing in the Warrant Register,
a notice provided by the Company to the Warrant Agent stating:


 


(I)                that
the Redemption is being made pursuant to this Section 12(g) and that all Warrants (other than Carryover Warrants, if
any, to be issued in connection with such Change of Control Event in accordance with this Section 12(g)(v)) that have not
been exercised prior to the Cut-Off Time will be redeemed on the Change of Control Payment Date for payment of the Change of Control Payment
Amount;


 


(II)               the
formula for calculating the Black Scholes Value and the Change of Control Payment Amount;


 


(III)             the
date of the Redemption (which shall be a Business Day no later than five (5) Business Days following the Change of Control Date (the
 “Change of Control Payment Date”));


 


(IV)             that
no outstanding Warrant may be exercised after the Close of Business on the Business Day prior to the Change of Control Date (the “Cut-Off
Time”);


 


(V)               if
applicable, that New Warrants will be issued to the Warrantholders on the Change of Control Payment Date in accordance with the terms
of this Warrant Agreement and the Warrants (as the same may have been amended in connection with such Change of Control Event pursuant
to Section 12(g));


 


(VI)             any
other reasonable procedures that a Warrantholder must follow (to the extent consistent with the terms and conditions set forth herein)
in connection with such Redemption; and


 


(VII)            the
name and address of the Warrant Agent.


 






    17


    


    

 


(B)           Within
two (2) Business Days prior to the Change of Control Payment Date, the Company or the surviving Person (if other than the Company)
shall (A) deliver to the Warrant Agent the calculation of the Change of Control Payment Amount and (B) deposit with the Warrant
Agent money sufficient to pay the Change of Control Payment Amount for all outstanding Warrants (other than the Carryover Warrants, if
any).


 


(C)           On
the Change of Control Payment Date, (A) the Company or the surviving Person (if other than the Company) shall redeem all outstanding
Warrants (other than Carryover Warrants, if any) pursuant to the Redemption, (B) the Warrant Agent shall mail (or otherwise cause
to be paid or provide for payment to (or on behalf of)) each holder of Warrants so redeemed payment in Cash in an amount equal to the
aggregate Change of Control Payment Amount in respect of such redeemed Warrants, and (C) the Company or the surviving Person (if
other than the Company) shall execute and issue to the Warrantholders, and the Warrant Agent shall authenticate, new Warrants representing
the Carryover Warrants (if any) exercisable for Registered and Listed Shares (the “New Warrants”); provided
that such New Warrants shall be issued in denominations of one Warrant and integral multiples thereof and the terms thereof shall, subject
to Section 12(g)(v)(E), be substantially consistent with the terms of this Warrant Agreement and the Warrants (and all references
herein to Warrants shall thereafter be deemed to be references to such New Warrants).


 


(D)           No
Warrant (which for the avoidance of doubt does not include New Warrants to be issued in connection with such Change of Control Event)
may be exercised after the Cut-Off Time.


 


(E)           Following
the Change of Control Payment Date, any holder of New Warrants issued in connection with such Change of Control Event shall have the right
to exercise such New Warrant and to receive, upon such exercise, the Reference Property in accordance with Section 12(g)(i),
subject to Section 12(g)(ii) and Section 12(g)(iii) and the remaining terms of this Warrant Agreement
and the Warrants (as the same may have been amended in connection with such Change of Control Event pursuant to Section 12(g));
provided that, for purposes of this Section 12(g)(v)(E), (x) each Unit of Reference Property shall initially only
consist of the Registered and Listed Shares included in such Unit of Reference Property, determined in accordance with the definition
of “Carryover Warrants”, and no other cash, securities, or other property, and (y) the initial exercise price for each
New Warrant shall be equal to the New Warrant Exercise Price.


 


(F)           The
provisions of this Section 12(g)(v) are subject, in all cases, to any applicable requirements under the Securities Act
and the Exchange Act and the respective rules and regulations promulgated thereunder. Where there is any inconsistency between the
requirements of the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder and the requirements of
this Section 12(g)(v), the requirements of the Securities Act and the Exchange Act and the respective rules and regulations
promulgated thereunder, shall supersede.


 


(G)           The
Company hereby agrees not to become a party to any Reorganization Event or Change of Control Event unless its terms are consistent in
all material respects with this Section 12(g).


 


(H)          The
above provisions of this Section 12(g) shall similarly apply to successive Reorganization Events and Change of Control
Events.


 






    18


    


    





 


(I)         For
the avoidance of doubt, any payments (including the Company’s obligation to pay any Change of Control Payment Amount) pursuant
to this Section 12(g) shall be subject and subordinate to the rights to payment of the Company’s existing and future
creditors and the holders of any Capital Stock of the Company that by its terms is preferred over the shares of Common Stock as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of the Company.


 


(J)           If
this Section 12(g) applies to any event or occurrence, no other provision of this Section 12 with respect
to anti-dilution adjustments shall apply to such event or occurrence.


 


(h)           Consolidation,
Merger and Sale of Assets.


 


(i)          The
Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction
or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation,
limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so
long as:


 


(A)          the
successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and


 


(B)          the
Company provides written notice of such assumption to the Warrant Agent.


 


(ii)         In
case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited
liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect
as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the
Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order
of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed,
the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by
the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause
to be signed and delivered to the Warrant Agent for such purpose.


 


The provisions set forth in this Section 12(h) are
subject, in all cases, to the provisions set forth in Section 12(g)(v).


 


(i)          Other
Action Affecting Common Stock Equivalents. If the Company shall at any time and from time to time issue or sell (i) any shares
of any class constituting Common Stock Equivalents other than shares of Common Stock, (ii) any evidences of its indebtedness, shares
of stock or other securities which are convertible into or exchangeable for Common Stock Equivalents, with or without the payment of additional
consideration in Cash or property or (iii) any warrants or other rights to subscribe for or purchase any such Common Stock Equivalents
or any such evidences, shares of stock or other securities, then in each such case such issuance shall be deemed to be of, or in respect
of, shares of Common Stock for purposes of this Section 12.


 


(j)           Adjustments
to Number of Warrants. Concurrently with any adjustment to the Exercise Price under Section 12, the Warrant Number for
each Global Warrant Certificate will be adjusted such that the Warrant Number for each such Global Warrant Certificate in effect immediately
following the effectiveness of such adjustment will be equal to the Warrant Number for each such Global Warrant Certificate in effect
immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately
prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.


 






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(k)            Deferral
or Exclusion of Certain Adjustments. No adjustment to the Exercise Price or Warrant Number shall be required hereunder unless such
adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one
percent (1%) of the applicable Exercise Price or Warrant Number; provided that any adjustments which by reason of this Section 12(k) are
not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a
change in the par value of the shares of Common Stock or any other Common Stock Equivalents. All calculations under this Section shall
be made to the nearest one-one thousandth (1/1,000th) of one cent ($0.01) or to the nearest one-one thousandth (1/1,000th)
of a share, as the case may be.


 


(l)           Restrictions
on Adjustments. In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Warrant Number for
any Global Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common
Stock. No adjustment shall be made to the Exercise Price or the Warrant Number for any Global Warrant Certificate for any of the transactions
described in Section 12 if the Company makes provisions for Warrantholders to participate in any such transaction without
exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good
faith to be fair and appropriate. If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive
a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders)
legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the
Warrant Number for any Global Warrant Certificate then in effect shall be required by reason of the taking of such record.


 


(m)          Certain
Calculations. For the purposes of any adjustment of the Exercise Price and the number of Warrant Shares issuable upon exercise of
a Warrant pursuant to this Section 12, the following provisions shall be applicable.


 


(i)        In
the case of the issuance or sale of shares of Common Stock or Convertible Securities for cash, the amount of the consideration received
by the Company shall be deemed to be the amount of the gross cash proceeds received by the Company for such securities before deducting
therefrom any discounts or commissions allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the
issuance and sale thereof.


 


(ii)           In
the case of the issuance or sale of shares of Common Stock or Convertible Securities (other than upon the conversion of shares of capital
stock or other securities of the Company) for consideration in whole or in part other than cash, including securities acquired in exchange
therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the Market Price,
before deducting therefrom any discounts or commissions allowed, paid or incurred by the Company for any underwriting or otherwise in
connection with the issuance and sale thereof.


 


(iii)          In
the case of the issuance of (x) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at
the time exercisable) or (y) Convertible Securities (whether or not at the time so convertible or exchangeable) or options, warrants
or rights to purchase such Convertible Securities (whether or not at the time exercisable):


 


(A)          the
aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or
acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or rights are issued and for a consideration
equal to the consideration (determined in the manner provided in this Section 12(m)), if any, received by the Company upon
the issuance or sale of such options, warrants or rights plus the minimum purchase price required to be paid to the Company pursuant to
the terms of such options, warrants or rights required to be paid in exchange for the shares of Common Stock covered thereby;


 






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(B)           the
aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such Convertible Securities,
or upon the exercise of options, warrants or other rights to purchase or acquire such Convertible Securities and the subsequent conversion
or exchange thereof, shall be deemed to have been issued at the time such Convertible Securities were issued or such options, warrants
or rights were issued and for a consideration equal to the consideration (determined as provided in this Section 12(m)), if
any, received by the Company upon the issuance or sale of such Convertible Securities or options, warrants or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the additional consideration (in each case, determined in the manner
provided in this Section 12(m)), if any, required to be received by the Company upon the conversion or exchange of such Convertible
Securities, or upon the exercise of such options, warrants or rights to purchase or acquire such Convertible Securities and the subsequent
conversion or exchange thereof; and


 


(C)           if
the Exercise Price and the number of shares of Common Stock issuable upon exercise of a Warrant shall have been duly adjusted in accordance
with the terms of this Warrant Agreement upon the issuance or sale of any such options, warrants, rights or Convertible Securities, no
further adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of a Warrant shall be made for
the actual issuance of Convertible Securities or shares of Common Stock upon the exercise, conversion or exchange thereof.


 


(iv)        In
the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares of Common Stock
in a manner to be subsequently communicated by the Company in writing to the Warrant Agent. In the event of a Cashless Exercise: the Company
shall provide cost basis for shares issued pursuant to a Cashless Exercise at the time the Company provides the cashless exercise ratio
to the Warrant Agent pursuant to Section 7(d) hereof.


 


SECTION 13.
No Fractional Shares. The Company shall not be required to issue Warrants to purchase fractions of Warrant Shares, or to
issue fractions of Warrant Shares upon exercise of the Warrants, or to distribute certificates which evidence fractional Warrant Shares
and no Cash shall be distributed in lieu of such fractional shares or rights. If more than one Warrant shall be presented for exercise
in full at the same time by the same Warrantholder, the number of full Warrant Shares which shall be issuable upon the exercise thereof
shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a share would, except for the provisions of this Section 13, be issuable on the exercise of any Warrants (or
specified portion thereof), as applicable, such share shall be rounded as follows: (i) fractions of greater than one-half shall
be rounded to the next higher whole number, and (ii) fractions of one-half or less shall be rounded to the next lower whole number
with no further payment on account thereof.


 


SECTION 14.
Redemption. Except as set forth in Section 12(g)(v), the Warrants shall not be redeemable by the Company or any other
Person.


 






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SECTION 15.
Notices to Warrantholders. Upon any adjustment of (i) the number of Warrant Shares purchasable upon exercise of each
Warrant or (ii) the Exercise Price pursuant to Section 12, the Company, within twenty (20) Business Days thereafter,
shall (x) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer of the Company setting forth the
event giving rise to such adjustment and any new or amended exercise terms, including such Exercise Price and either the number of Warrant
Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant,
as the case may be, after such adjustment and setting forth the method of calculation, which certificate shall be conclusive evidence
of the correctness of the matters set forth therein, and (y) direct the Warrant Agent to give written notice to each of the Warrantholders
at such Warrantholder’s address appearing on the Warrant Register. Where appropriate, such notice may be given in advance and included
as a part of the notice required to be mailed under the other provisions of this Section 15. The Warrant Agent shall be fully
protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and
shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent
gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of
a court of competent jurisdiction).


 


If:


 


(a)           the
Company proposes to take any action that would require an adjustment pursuant to Section 12 (unless no adjustment is required
pursuant to Section 12(g)); or


 


(b)           there
shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of
all or substantially all of its property, assets and business as an entirety), then the Company shall cause written notice of such
event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the Warrantholders at
such Warrantholder’s address appearing on the Warrant Register, such giving of notice to be completed at least ten
(10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier). Such
notice shall specify the proposed effective date of such action and, if applicable, the record date and the material terms of such
action. The failure to give the notice required by this Section 15 or any defect therein shall not affect the legality
or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action
taken in connection therewith.


 


SECTION 16.
Merger, Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent
is a party, or any Person succeeding to the shareholder services business of the Warrant Agent or any successor Warrant Agent, shall
be the successor to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part of any
of the parties hereto, if such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 18.
If any of the Global Warrant Certificates have been countersigned but not delivered at the time such successor to the Warrant Agent succeeds
under this Agreement, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and if at
that time any of the Global Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign
such Global Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and
in all such cases such Global Warrant Certificates shall have the full force provided in the Global Warrant Certificates and in this
Agreement.


 






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If at any time the name of the
Warrant Agent is changed and at such time any of the Global Warrant Certificates have been countersigned but not delivered, the Warrant
Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Global Warrant Certificates
have not been countersigned, the Warrant Agent may countersign such Global Warrant Certificates either in its prior name or in its changed
name; and in all such cases such Global Warrant Certificates shall have the full force provided in the Global Warrant Certificates and
in this Agreement.


 


SECTION 17.
Warrant Agent. The Warrant Agent undertakes only the duties and obligations expressly imposed by this Agreement and the
Global Warrant Certificates, in each case upon the following terms and conditions, by all of which the Company and the Warrantholders,
by their acceptance thereof, shall be bound:


 


(a)           The
statements contained herein and in the Global Warrant Certificates shall be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the accuracy of any of the same except to the extent that such statements describe the Warrant Agent or
action taken or to be taken by the Warrant Agent. Except as expressly provided herein, the Warrant Agent assumes no responsibility with
respect to the execution, delivery or distribution of the Global Warrant Certificates.


 


(b)            The
Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement
or in the Global Warrant Certificates to be complied with by the Company, nor shall it at any time be under any duty or responsibility
to any Warrantholder to make or cause to be made any adjustment in the Exercise Price or in the Warrant Number (except as instructed in
writing by the Company), or to determine whether any facts exist that may require any such adjustments, or with respect to the nature
or extent of or method employed in making any such adjustments when made.


 


(c)            The
Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company or an employee of the Warrant
Agent), and the advice or opinion of such counsel will be full and complete authorization and protection to the Warrant Agent as to any
action taken, suffered or omitted by it in accordance with such advice or opinion, absent gross negligence, bad faith or willful misconduct
in the selection and continued retention of such counsel and the reliance on such counsel’s advice or opinion (each as determined
by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction).


 


(d)            The
Warrant Agent shall incur no liability or responsibility to the Company or to any Warrantholder for any action taken in reliance on any
written notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not take any instructions or directions
except those given in accordance with this Agreement.


 


(e)            The
Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent under this Agreement
in accordance with a fee schedule to be mutually agreed upon, to reimburse the Warrant Agent upon demand for all reasonable and documented
out-of-pocket expenses, including counsel fees and other disbursements, incurred by the Warrant Agent in the preparation, administration,
delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, damages, fines, penalties, claims,
demands and costs (including reasonable out-of-pocket counsel fees and expenses), for anything done or omitted by the Warrant Agent arising
out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as determined
by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). The costs and expenses incurred by
the Warrant Agent in enforcing the right to indemnification shall be paid by the Company except to the extent that the Warrant Agent is
not entitled to indemnification due to its gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable
order, judgment, ruling or decree of a court of competent jurisdiction). Notwithstanding the foregoing, the Company shall not be responsible
for any settlement made without its written consent; provided that nothing in this sentence shall limit the Company’s obligations
contained in this paragraph other than pursuant to such a settlement.


 






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(f)            The
Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve
expense or liability. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without
the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action,
suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery or judgment shall be
for the ratable benefit of the Warrantholders, as their respective rights or interests may appear.


 


(g)            The
Warrant Agent, and any member, stockholder, affiliate, director, officer or employee thereof, may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company is interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it was not the Warrant Agent under this Agreement, or
a member, stockholder director, officer or employee of the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal entity.


 


(h)            The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except in connection
with its own gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or
decree of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, in no event will the Warrant
Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not
limited to, lost profits), even if the Warrant Agent has been advised of the possibility of such loss or damage.


 


(i)            The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


(j)            The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Global
Warrant Certificate (except its due and validly authorized countersignature thereof), nor shall the Warrant Agent by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of the Warrant Shares to be issued pursuant to
this Agreement or any Warrant or as to whether the Warrant Shares will when issued be validly issued, fully paid and nonassessable or
as to the Exercise Price or the Warrant Number.


 


(k)            Whenever
in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder, the Warrant Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from an Appropriate Officer of the Company and to apply to
such Appropriate Officer for advice or instructions in connection with its duties, and such instructions shall be full authorization and
protection to the Warrant Agent and, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable
order, judgment, ruling or decree of a court of competent jurisdiction), the Warrant Agent shall not be liable for any action taken, suffered
to be taken, or omitted to be taken by it in accordance with instructions of any such Appropriate Officer or in reliance upon any statement
signed by any one of such Appropriate Officers of the Company with respect to any fact or matter (unless other evidence in respect thereof
is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. The Warrant
Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company.


 






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(l)          Notwithstanding
anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect
to, arising from, or arising in connection with this Agreement, or from all Services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant
Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for
which recovery from Warrant Agent is being sought.


 


(m)          No
provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.


 


(n)            If
the Warrant Agent shall receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company
by any Warrantholder pursuant to the provisions of the Warrants, the Warrant Agent shall promptly forward such notice or demand to the
Company.


 


(o)            The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or the Warrantholders resulting from
any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct in the selection and continued
employment thereof (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction).


 


(p)            The
Warrant Agent will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in
connection with the issuance, transfer or exchange of the Warrants.


 


(q)           The
Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein,
and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations
shall be implied or inferred. Without limiting the foregoing, unless otherwise expressly provided in this Agreement, the Warrant Agent
shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants, the Plan or any other
agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice,
instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.


 


(r)         The
Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence
beyond the control of the Warrant Agent (including without limitation any act or provision of any present or future law or regulation
or governmental authority, any act of God, war, civil disorder or failure of any means of communication, terrorist acts, pandemics, epidemics,
shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures
or mechanical difficulties with information storage or retrieval systems, labor difficulties).


 






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(s)          In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Warrant Agent hereunder, or is for any reason unsure as to what action to take
hereunder, the Warrant Agent shall notify the Company in writing as soon as practicable, and upon delivery of such notice may, in its
sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any
Warrantholder or other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by
the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(t)         All
funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services
(the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to
be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare
will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an
average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc.
(LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any
diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses
resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest,
dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or
earnings to the Company, any holder or any other party.


 


(u)          The
Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including
inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas
from state or federal government authorities (e.g., in divorce and criminal actions).


 


(v)          The
provisions of this Section 17 shall survive the termination of this Agreement, the exercise or expiration of the Warrants
and the resignation or removal of the Warrant Agent.


 


(w)         No
provision of this Agreement shall be construed to relieve the Warrant Agent from liability for fraud, or its own gross negligence, bad
faith or its willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent
jurisdiction).


 






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SECTION 18.
Change of Warrant Agent. If the Warrant Agent resigns (such resignation to become effective not earlier than thirty (30)
calendar days after the giving of written notice thereof to the Company) or shall be adjudged bankrupt or insolvent, or shall file a
voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of
all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving
any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver,
trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer
shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief,
winding up or liquidation, or becomes incapable of acting as Warrant Agent or if the Board of Directors of the Company by resolution
removes the Warrant Agent (such removal to become effective not earlier than thirty (30) calendar days after the filing of a certified
copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the Warrantholders), the Company shall
appoint a successor to the Warrant Agent. If the Company fails to make such appointment within a period of thirty (30) calendar days
after such removal or after it has been so notified in writing of such resignation or incapacity by the Warrant Agent, then any Warrantholder
may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor
to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company.
Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be an entity, in good standing, incorporated
under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent,
the Company shall cause written notice of the change in the Warrant Agent to be given to each of the Warrantholders at such Warrantholder’s
address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed. The former Warrant Agent
shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver, at the
expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided
for in this Section 18 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent
or the appointment of a successor Warrant Agent, as the case may be.


 


SECTION 19.
Warrantholder Not Deemed a Stockholder. Nothing contained in this Agreement or in any of the Warrants shall be construed
as conferring upon the Warrantholders thereof the right to vote or to receive dividends or to participate in any transaction that would
give rise to an adjustment of the Exercise Price under Section 12 or to consent or to receive notice as stockholders in respect
of the meetings of stockholders or for the election of directors of the Company or any other matter, or any rights whatsoever as stockholders
of the Company.


 


SECTION 20.
Notices to Company and Warrant Agent. Any notice or demand authorized or permitted by this Agreement to be given or made
by the Warrant Agent or by any Warrantholder to or on the Company to be effective shall be in writing (including by facsimile or email,
as applicable), and shall be deemed to have been duly given or made when delivered by hand, or when sent if delivered to a recognized
courier or deposited in the mail, first class and postage prepaid or, in the case email or facsimile notice, when received, addressed
as follows (until another address, facimile number or email address is filed in writing by the Company with the Warrant Agent):


 


Hertz Global Holdings, Inc.


8501 Williams Road


Estero, Florida 33982


Attention: M. David Galainena


Email: dave.galainena@hertz.com


 


With
a copy (which shall not constitute notice) to:


 


White & Case LLP


200 South Biscayne Boulevard, Suite 4900


Miami, Florida 33131


Attention: Thomas E Lauria


Email: tlauria@whitecase.com


 


and


 






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White & Case LLP


1221 Avenue of the Americas


New York, New York 10020


Attention: Gregory Pryor and Adam Cieply


Email: gpryor@whitecase.com


adam.cieply@whitecase.com


 


Any notice or demand pursuant
to this Agreement to be given by the Company or by any Warrantholder to the Warrant Agent shall be sufficiently given if sent in the same
manner as notices or demands are to be given or made to or on the Company (as set forth above) to the Warrant Agent at the office maintained
by the Warrant Agent (the “Warrant Agent Office”) as follows (until another address is filed in writing by the Warrant
Agent with the Company, which other address shall become the address of the Warrant Agent Office for the purposes of this Agreement):


 


Computershare Trust Company, N.A.,


Computershare Inc.


150 Royall Street


Canton, MA 02021


Attention: Client Services


Facsimile: (781) 575-4210


 


SECTION 21.
Withholding and Reporting Requirements. The Company shall comply with all applicable tax withholding and reporting requirements
imposed by any governmental and regulatory authority, and all distributions or other situations requiring withholding under applicable
law (including deemed distributions) pursuant to the Warrants will be subject to applicable withholding and reporting requirements. Notwithstanding
any provision to the contrary, the Company shall be authorized to: (a) take any actions that may be necessary or appropriate to
comply with such withholding and reporting requirements, (b) apply a portion of any cash distribution to be made under the Warrants
to pay applicable withholding taxes, (c) holdback and liquidate a portion of any non-cash distribution to be made under the Warrants
to generate sufficient funds to pay applicable withholding taxes, (d) require reimbursement from any Warrantholder to the extent
any withholding is required in the absence of any distribution, or (e) establish any other mechanisms the Company believes are reasonable
and appropriate, including requiring Warrantholders to submit appropriate tax and withholding certifications (such as IRS Forms W-9 and
the appropriate IRS Forms W-8, as applicable) that are necessary to comply with this Section 21.


 


SECTION 22.
Exercise of Warrants and Beneficial Ownership Limitations. By accepting a Warrant, each Warrantholder shall be deemed to
have agreed not to exercise any Warrants unless and until, if and to the extent such exercise would result in such Warrantholder’s
Beneficially Owned (aggregated with any Affiliates) Common Stock Equivalents reaching the Beneficial Ownership Limitation (as defined
below), it and the Company have made all filings and registrations with, and obtained the permission, consent, approval, authorization,
qualification or order (including the expiration of applicable waiting periods) from, any governmental and regulatory authorities applicable
to the Company, as necessary or advisable for such exercise and the consequential acquisition by it of the Warrant Shares. For purposes
of this Agreement, in determining the number of outstanding Common Stock Equivalents, a Warrantholder may only rely on the number of
outstanding Common Stock Equivalents as reflected in the most recent of the following: (A) the Company’s most recent periodic
or annual report filed with the SEC, as the case may be; (B) a more recent public announcement by the Company; and (C) a more
recent written notice by the Company or the Transfer Agent setting forth the number of Common Stock Equivalents outstanding. The “Beneficial
Ownership Limitation” shall be such number of Common Stock Equivalents, or such percentage of Common Stock Equivalents outstanding
at any time, the Beneficial Ownership of which shall require the prior permission, consent, approval, authorization, qualification or
order (including the expiration of applicable waiting periods) of any governmental or regulatory authority applicable to the Company.


 






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SECTION 23.
Supplements and Amendments. This Agreement constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject
matter hereof and may not be amended, except in a writing signed by both of them. The Company and the Warrant Agent may from time to
time amend, modify or supplement this Agreement or the Warrants with the prior written consent of Warrantholders holding at least a majority
of the Warrant Shares then issuable upon exercise of the Warrants then outstanding, pursuant to a written amendment or supplement executed
by the Company and the Warrant Agent; provided, however, that any amendment or supplement to this Agreement that would reasonably expected
to materially and adversely affect any right of a Warrantholder relative to the other Warrantholders shall require the written consent
of such holder. In addition, the consent of each Warrantholder affected shall be required for any amendment pursuant to which the Exercise
Price would be increased or the number of Warrant Shares issuable upon exercise of Warrants would be decreased (other than pursuant to
adjustments provided in this Agreement). Notwithstanding anything to the contrary herein, upon the delivery of a certificate from an
Appropriate Officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 23
and provided that such supplement or amendment does not adversely affect the Warrant Agent’s rights, duties, liabilities, immunities
or obligations hereunder, the Warrant Agent shall execute such supplement or amendment. Any amendment, modification or waiver effected
pursuant to and in accordance with the provisions of this Section 23 will be binding upon all Warrantholders and upon each
future Warrantholder, the Company and the Warrant Agent. In the event of any amendment, modification, supplement or waiver, the Company
will give prompt notice thereof to all Warrantholders and, if appropriate, notation thereof will be made on all Global Warrant Certificates
thereafter surrendered for registration of transfer or exchange.


 


SECTION 24.
Related Party Transactions. The Company shall not, and shall cause its Subsidiaries not to, enter into or amend or modify
any transaction with its Affiliates (other than Subsidiaries of the Company) unless such transaction (i) is on terms no less favorable
to the Company or its applicable Subsidiaries than terms that would be obtained by the Company or such Subsidiary from a disinterested
third party on an arm’s length basis, or (ii) has been approved by a majority of the Disinterested Directors. This Section 24
shall not apply to Permitted Affiliate Transactions.


 


SECTION 25.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


SECTION 26.
Termination. This Agreement shall terminate at 5:00 p.m., New York City time, on the Expiration Date (or, at 5:00 p.m.,
New York City time, on the Settlement Date with respect to any Warrant Exercise Notice delivered prior to 5:00 p.m., New York City time,
on the Expiration Date). Notwithstanding the foregoing, this Agreement will terminate on such earlier date on which all outstanding Warrants
have been exercised. Termination of this Agreement shall not relieve the Company or the Warrant Agent of any of their obligations arising
prior to the date of such termination or in connection with the settlement of any Warrant exercised prior to 5:00 p.m., New York City
time, on the Expiration Date. The provisions of Section 17, this Section 26, Section 27 and Section 28
shall survive such termination and the resignation or removal of the Warrant Agent.


 






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SECTION 27.
Governing Law Venue and Jurisdiction; Trial By Jury. This Agreement and each Warrant issued hereunder shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such state. Each party hereto consents and submits to the jurisdiction of the courts of the State of Delaware and any federal
courts located in such state in connection with any action or proceeding brought against it that arises out of or in connection with,
that is based upon, or that relates to this Agreement or the transactions contemplated hereby. In connection with any such action or
proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby
agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 20 hereof.
Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees
not to assert any defense based on lack of jurisdiction or venue in any such court in any such action or proceeding. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect
of any action, proceeding or counterclaim as between the parties directly or indirectly arising out of, under or in connection with this
Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the parties hereto (i) certifies that no
representative, agent or attorney of any other party hereto has represented, expressly or otherwise that such other party hereto would
not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto
have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 27.


 


SECTION 28.
Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company,
the Warrant Agent and the Warrantholders any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the Warrantholders.


 


SECTION 29.
Counterparts. This Agreement may be executed (including by means of facsimile or electronically transmitted portable document
format (.pdf) signature pages) in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


SECTION 30.
Headings. The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.


 


SECTION 31.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality
or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of
any provision in any other jurisdiction, and the invalid, illegal or unenforceable provision shall be interpreted and applied so as to
produce as near as may be the economic result intended by the parties hereto. Upon determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby
are fulfilled to the extent possible; provided, however, that if such excluded provision shall materially and adversely affect the rights,
immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written
notice to the Company.


 


SECTION 32.
Meaning of Terms Used in Agreement.


 


(a)          The
language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party. Any references to any federal, state, local or foreign statute or law shall also
refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Unless the context otherwise requires:
(a) a term has the meaning assigned to it by this Agreement; (b) forms of the word “include” mean that the inclusion
is not limited to the items listed; (c) “or” is disjunctive but not exclusive; (d) words in the singular include
the plural, and in the plural include the singular; and (e) provisions apply to successive events and transactions; (f) “hereof”,
 “hereunder”, “herein” and “hereto” refer to the entire Agreement and not any section or subsection.


 






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(b)          The
following terms used in this Agreement shall have the meanings set forth below:


 


(i)           “$”
shall mean the currency of the United States.


 


(ii)          “Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common Control
with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made;
provided that for purposes of this Agreement, each Plan Sponsor and their respective Affiliates shall be deemed an Affiliate of
the Company. “Affiliated” shall have a correlative meaning.


 


(iii)         “Beneficial
Ownership” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), except that in calculating the beneficial ownership of any particular
 “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed
to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially
Own” and “Beneficially Owned” have a corresponding meaning.


 


(iv)         “Black
Scholes Value” means the value of a Warrant immediately prior to the public announcement of the applicable Change of Control
Event, as determined by the Board of Directors, in good faith, based upon the advice of an independent bank of national standing selected
by the Board of Directors, and shall be determined by customary investment banking practices using the Black Scholes model using option
pricing inputs selected within one month prior to such public announcement. For purposes of calculating such amount, (i) the term
of the Warrants will be the time from the Change of Control Date to the Expiration Date and the exercise price shall be the then applicable
Exercise Price, (ii) the assumed volatility will be the 90-day historical volatility of the Common Stock as shown at the time of
determination on Bloomberg or, if such information is not available, 90-day historical volatility of the Common Stock as determined in
a commercially reasonably manner by the Board of Directors upon the advice of such bank, (iii) the assumed risk-free rate will equal
the yield on U.S. Treasury securities having a maturity nearest to but not later than the Expiration Date, and (iv) the price of
each share of Common Stock will be the value of the transaction consideration received in respect of each outstanding shares of Common
Stock pursuant to the Change of Control Event.


 


(v)          “Business
Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)),
or a day on which banking institutions in New York, New York are authorized by law or other governmental action to close.


 


(vi)         “Capital
Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the
Company and all warrants or options to acquire such capital stock.


 


(vii)        “Carryover
Warrants” shall mean, for each Warrant, that portion of such Warrant equal to one minus the Black Scholes Proportion, which
shall be exercisable for the amount of Registered and Listed Shares that would have been received with respect to the Warrant Shares that
would have resulted from exercise of such Warrant immediately prior to consummation of the applicable Change of Control Event.


 


(viii)       “Cash”
means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.


 






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(ix)          “Change
of Control Date” means the date on which a Change of Control Event is consummated.


 


(x)           “Change
of Control Event” means any (1) the acquisition by a Person (other than the Company or a wholly-owned Subsidiary of the
Company) in a tender offer or a series of related tender offers of more than 50% of the outstanding Common Stock (determined on a fully-diluted
basis), (2) merger, consolidation, amalgamation, statutory share exchange, business combination or other similar transaction or series
of related transactions to which the Company is a party, (3) sale, lease, transfer or other disposition of all or any portion of
the assets of the Company and its Subsidiaries, including in connection with a liquidation or winding up of the Company, or (4) Reorganization
Event, which, in each of the cases of clauses (1) through (4), is effected in such a way that the holders of Common Stock receive
or are entitled to receive (either directly or subsequently in connection with a liquidation or winding up of the Company), with respect
to or in exchange for Common Stock, cash, stock, securities or other assets or property (or any combination thereof), wherein Registered
and Listed Shares represent less than 90% of the Market Price of all such cash, stock, securities or other assets or property to be received
in respect of or in exchange for Common Stock.


 


(xi)          “Change
of Control Payment Amount” means an amount in Cash equal to the product of (1) the Black Scholes Value multiplied by (2) a
fraction, (x) the numerator of which is the Market Price of the Other Property received in exchange for a share of Common Stock in
a Change of Control Event as of the Change of Control Date (as determined by an independent investment bank of national standing selected
by the Company and determined by customary investment banking practices) and (y) the denominator of which is the sum of (a) the
Closing Sale Price of the Registered and Listed Shares received in exchange for a share of Common Stock in a Change of Control Event as
of the Change of Control Date (if any), and (b) the Market Price (determined as above) of the Other Property as of the Change of
Control Date received in exchange for a share of Common Stock in a Change of Control Event (such fraction referred to herein as the “Black
Scholes Proportion”).


 


For purposes of
determining the Change of Control Payment Amount, if holders of Common Stock are entitled to receive differing forms or types of consideration
in any transaction or series of transactions contemplated by the definition of “Change of Control Event,” each holder
shall be deemed to have received the same proportion of Other Property and Registered and Listed Shares that all holders of Common Stock
in the aggregate elected or were required to receive in such transaction or transactions.


 


(i)            “Close
of Business” means 5:00 p.m., New York City time.


 


(ii)           “Closing
Sale Price” means, as of any date, the last reported per share sales price of a share of Common Stock or any other security
on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case,
the average of the average bid and the average ask prices on such date) as reported by the principal U.S. national or regional securities
exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however,
that in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.


 


(iii)          “Common
Stock Equivalent” means any warrant, right or option to acquire any shares of Common Stock or any security convertible into
or exchangeable for shares of Common Stock.


 






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(iv)         “Control”
means, with respect to any Person, (i) the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting securities, by contract or agency or otherwise, or (ii) the
ownership of at least 50% of the equity securities in such Person. “Controlled” shall have a correlative meaning.


 


(v)          “Credit
Agreement” means that certain Credit Agreement dated as of June 30, 2021, by and among The Hertz Corporation, the subsidiaries
of The Hertz Corporation from time to time party thereto, the lenders from time to time party thereto and Barclays Bank PLC, as administrative
agent and collateral agent for the lenders.


 


(vi)         “Current
Market Price” means, in connection with a dividend, issuance or distribution, the volume weighted average price per share of
Common Stock for the twenty (20) Trading Days ending on, but excluding, the earlier of the date in question and the Trading Day immediately
preceding the Ex-Date for such dividend, issuance or distribution for the regular trading session (including any extensions thereof, without
regard to pre-open or after hours trading outside of such regular trading session) as reported by the principal U.S. national or regional
securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted, whichever is applicable,
as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes following the end of any extension of the regular trading session),
on such Trading Day, or if such volume weighted average price is unavailable or in manifest error as reasonably determined in good faith
by the Board of Directors, the market value of one share of Common Stock during such twenty (20) Trading Day period determined using a
volume weighted average price method by an independent nationally recognized investment bank or other qualified financial institution
selected by the Board of Directors and reasonably acceptable to the Warrant Agent. If the Common Stock is not traded on any U.S. national
or regional securities exchange or quotation system, the Current Market Price shall be the price per share of Common Stock that the Company
could obtain from a willing buyer for shares of Common Stock sold by the Company from authorized but unissued shares of Common Stock,
as such price shall be reasonably determined in good faith by the Board of Directors.


 


(vii)        “Disinterested
Directors” has the meaning ascribed to such term in the Credit Agreement (as in effect as of the date hereof).


 


(viii)       “Ex-Date”
means, when used with respect to any issuance of or distribution in respect of the Common Stock or any other securities, the first date
on which the Common Stock or such other securities trade without the right to receive such issuance or distribution.


 


(ix)          “Market
Price” means (w) if in reference to cash, the current cash value on the date of measurement in U.S. dollars, (x) if
in reference to equity securities or securities included within Other Property, which are listed or admitted for trading on a national
securities exchange, the average closing price of a share (or similar relevant unit) of such securities as reported on the principal national
securities exchange on which the shares (or similar relevant units) of such securities are listed or admitted for trading, (y) if
in connection with a determination of Black Scholes Value, the volume weighted average price per share of Common Stock, or (z) in
all other cases, the value as determined in good faith by the Board of Directors of the Company. In each such case, the average price
shall be averaged over a period of twenty-one (21) consecutive trading days consisting of the trading day immediately preceding the day
on which the “Market Price” is being determined and the twenty (20) consecutive trading days prior to such day.


 






    33


    


    

 


(x)           “New
Warrant Exercise Price” means, with respect to New Warrants, an amount equal to the Exercise Price in effect immediately prior
to the time of issuance of New Warrants multiplied by one minus the Black Scholes Proportion.


 


(xi)          “Open
of Business” means 9:00 a.m., New York City time.


 


(xii)         “Other
Property” means any cash, property or other securities other than Registered and Listed Shares.


 


(xiii)        “Permitted
Affiliate Transactions” means transactions permitted by Section 8.6 of the Credit Agreement (as in effect as of the date
hereof).


 


(xiv)       “Person”
means any individual, corporation, limited partnership, general partnership, limited liability partnership, limited liability company,
joint stock company, joint venture, corporation, unincorporated organization, association, company, trust, group or other legal entity,
or any governmental or political subdivision or any agency, department or instrumentality thereof.


 


(xv)        “Record
Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have
the right to receive any Cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or
converted into any combination of Cash, securities or other property, the date fixed for determination of holders of Common Stock entitled
to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


 


(xvi)       “Registered
and Listed Shares” means shares of the common stock of the surviving entity in a consolidation, merger, or combination or the
acquiring entity in a tender offer, except that if the surviving entity or acquiring entity has a parent corporation, it shall be the
shares of the common stock of the parent corporation, provided that, in each case, such shares (i) have been registered (or
will be registered within 30 calendar days following the Change of Control Date) under Section 12 of the Exchange Act with the Securities
and Exchange Commission, and (ii) are listed for trading on any national securities exchange (or will be so listed or admitted within
30 calendar days following the Change of Control Date).


 


(xvii)      “Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture or other legal entity as to which such Person (either alone
or through or together with any other Subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the stock or
other equity interests, (b) has the power to elect a majority of the board of directors or similar governing body, or (c) has
the power to direct the business and policies.


 


(xviii)     “Trading
Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon
or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market,
the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global
Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the
applicable security is not so listed, admitted for trading or quoted, any Business Day.


 


[The next page is the signature page]


 






    34


    


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered as of the day and year first above written.


 


	 	HERTZ GLOBAL HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/ M. David Galainena
	 	 	 	Name: M. David Galainena
	 	 	 	Title: Executive Vice President, General Counsel & Secretary
	 	 
	 	COMPUTERSHARE INC., and
	 	COMPUTERSHARE TRUST COMPANY, N.A.,
	 	as Warrant Agent
	 	On Behalf of Both Entities
	 	 
	 	 
	 	By:	 /s/ Collin Ekeogu
	 	 	 	Name: Collin Ekeogu
	 	 	 	Title: Manager, Corporate Actions



 






    


    


    

 


EXHIBIT A


 


FORM OF GLOBAL WARRANT CERTIFICATE


 


VOID AFTER JUNE 30, 2051


 


This Global Warrant Certificate
is held by The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial
owners hereof, and is not transferable to any Person under any circumstances except that (i) this Global Warrant Certificate may
be exchanged in whole but not in part pursuant to Section 6(a) of the Warrant Agreement, (ii) this Global Warrant
Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 6(h) of the Warrant Agreement
and (iii) this Global Warrant Certificate may be transferred to a successor Depository with the prior written consent of the Company.


 


Unless this Global Warrant Certificate
is presented by an authorized representative of the Depository to the Company or the Warrant Agent for registration of transfer, exchange
or payment and any certificate issued is registered in the name of Cede & Co. or such other entity as is requested by an authorized
representative of the Depository (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful
because the registered owner hereof, Cede & Co., has an interest herein.


 


Transfers of this Global Warrant
Certificate shall be limited to transfers in whole, but not in part, to nominees of the Depository or to a successor thereof or such successor’s
nominee, and transfers of portions of this Global Warrant Certificate shall be limited to transfers made in accordance with the restrictions
set forth in Section 6 of the Warrant Agreement.


 


No registration or transfer
of the securities issuable pursuant to the Warrant will be recorded on the books of the Company until such provisions have been complied
with.


 






    Exhibit A – Page 1 


     


    

 


CUSIP No.  42806J 148





	No. ____________________	WARRANT TO PURCHASE ____



SHARES OF COMMON STOCK


 


HERTZ GLOBAL HOLDINGS, INC.


 


GLOBAL WARRANT TO PURCHASE COMMON STOCK


 


FORM OF FACE OF WARRANT CERTIFICATE

VOID AFTER JUNE 30, 2051


 


This Warrant Certificate (“Warrant
Certificate”) certifies that [●] or its registered assigns is the registered holder (the “Warrantholder”)
of a Warrant (the “Warrant”) of HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”),
to purchase the number of shares (the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common
Stock”) of the Company set forth above. This warrant expires on June 30, 2051 (such date, the “Expiration Date”),
and entitles the holder to purchase from the Company the number of fully paid and non-assessable Warrant Shares set forth above at the
exercise price (the “Exercise Price”) multiplied by the number of Warrant Shares set forth above (the “Exercise
Amount”), payable to the Company either by certified or official bank or bank cashiers check payable to the order of the Company,
or by wire transfer in immediately available funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the
Warrant Agent for such purpose, no later than 5:00 p.m. New York City time, on the business day immediately prior to the Settlement
Date. The initial Exercise Price shall be $13.80. The Exercise Price and the number of Warrant Shares purchasable upon exercise of this
Warrant are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


In lieu of paying the Exercise
Amount as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement (as defined on the reverse hereof),
each Warrant shall entitle the Warrantholder thereof, at the election of such Warrantholder, to exercise the Warrant by authorizing the
Company to withhold from issuance a number of Warrant Shares issuable upon exercise of the Warrant which when multiplied by the Market
Price of the Common Stock is equal to the aggregate Exercise Price, and such withheld Warrant Shares shall no longer be issuable under
the Warrant, in accordance with the Warrant Agreement.


 


No Warrant may be exercised
prior to the Distribution Date or after the Expiration Date. After the Expiration Date, the Warrants will become wholly void and of no
value.


 


REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company
has caused this Warrant Certificate to be executed by its duly authorized officer.


 


Dated: __________________________


 






    Exhibit A – Page 2 


     


    

 


	 	 	HERTZ GLOBAL HOLDINGS, INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 
	 	 	 
	COMPUTERSHARE
    INC. and	 	 
	computershare trust company, n.a.,	 	 
	as Warrant Agent	 	 



 


	By:	 	 	 	 
	 	 	Name:	 	 	 
	 	 	Title:	 	 	 



 






    Exhibit A – Page 3 


     


    

 



 


FORM OF REVERSE OF GLOBAL
WARRANT CERTIFICATE

HERTZ GLOBAL HOLDINGS, INC.


 


The Warrant evidenced by this
Warrant Certificate is a part of a duly authorized issue of Warrants to purchase a maximum of 89,049,029 shares of Common Stock issued
pursuant to that certain Warrant Agreement, dated as of the Effective Date of the Plan (the “Warrant Agreement”), duly
executed and delivered by the COMPANY and COMPUTERSHARE INC., a Delaware corporation, and its wholly-owned subsidiary, COMPUTERSHARE TRUST
COMPANY, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”). The Warrant
Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the Warrantholders.
A copy of the Warrant Agreement may be inspected at the Warrant Agent office and is available upon written request addressed to the Company.
All capitalized terms used in this Warrant Certificate but not defined that are defined in the Warrant Agreement shall have the meanings
assigned to them therein.


 


Warrants may be exercised to
purchase Warrant Shares from the Company from the Distribution Date through 5:00 p.m. New York City time on the Expiration Date,
at the Exercise Price set forth on the face hereof, subject to adjustment as described in the Warrant Agreement. Subject to the terms
and conditions set forth herein and in the Warrant Agreement, the Warrantholder evidenced by this Warrant Certificate may exercise such
Warrant by:


 


(i)            providing
written notice of such election (“Warrant Exercise Notice”) to exercise the Warrant to the Warrant Agent at the address
set forth in the Warrant Agreement, “Re: Warrant Exercise”, by hand or by facsimile, no later than 5:00 p.m., New York City
time, on the Expiration Date, which Warrant Exercise Notice shall substantially be in the form of an election to purchase Warrant Shares
set forth herein, properly completed and executed by the Warrantholder;


 


(ii)            delivering
no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, the Warrant Certificates evidencing
such Warrants to the Warrant Agent; and


 


(iii)            paying
the applicable Exercise Amount, together with any applicable taxes and governmental charges.


 


In lieu of paying the Exercise
Amount as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement, each Warrant shall entitle the Warrantholder
thereof, at the election of such Warrantholder, to exercise the Warrant by authorizing the Company to withhold from issuance a number
of Warrant Shares issuable upon exercise of the Warrant which when multiplied by the Market Price of the Warrant Shares is equal to the
aggregate Exercise Price in accordance with the Warrant Agreement, and such withheld Warrant Shares shall no longer be issuable under
the Warrant. Notwithstanding the foregoing, no Cashless Exercise shall be permitted if, as the result of such adjustment provided for
in Section 12 of the Warrant Agreement at the time of such Cashless Exercise, Warrant Shares include a cash component and
the Company would be required to pay cash to a Warrantholder upon exercise of Warrants.


 


In the event that upon any exercise
of the Warrant evidenced hereby the number of Warrant Shares actually purchased shall be less than the total number of Warrant Shares
purchasable upon exercise of the Warrant evidenced hereby, there shall be issued to the Warrantholder hereof, or such Warrantholder’s
assignee, a new Warrant Certificate evidencing a Warrant to purchase the Warrant Shares not so purchased. No adjustment shall be made
for any cash dividends on any Warrant Shares issuable upon exercise of this Warrant. After the Expiration Date, unexercised Warrants shall
become wholly void and of no value.


 






    Exhibit A – Page 4


     


    

 


The Company shall not be required
to issue fractions of Warrant Shares or any certificates that evidence fractional Warrant Shares.


 


Warrant Certificates, when surrendered
by book-entry delivery through the facilities of the Depository may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor
evidencing a Warrant to purchase in the aggregate a like number of Warrant Shares.


 


No Warrants may be sold, exchanged
or otherwise transferred in violation of the Warrant Agreement. The securities represented by this instrument (including any securities
issued upon exercise hereof) have not been registered under the securities act of 1933, as amended (the “Securities Act”)
or the securities laws of any state and were issued pursuant to an exemption from the registration requirement of Section 5 of the
Securities Act provided by section 1145 of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”),
and to the extent that a Warrantholder is an “underwriter” as defined in section 1145(b)(1) of Chapter 11 of the
Bankruptcy Code, such holder may not be able to sell or transfer any securities represented by this instrument (including any securities
issued upon exercise hereof) in the absence of an effective registration statement relating thereto under the Securities Act and in accordance
with applicable state securities laws or pursuant to an exemption from registration under such act or such laws.


 


The Company and Warrant Agent
may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.


 


[Balance of page intentionally remains blank]


 








    Exhibit A – Page 5


     


    

 


EXHIBIT B-1 


FORM OF ELECTION TO EXERCISE BOOK-ENTRY


WARRANTS (TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Statement, to purchase __________ newly issued shares of Common Stock of HERTZ
GLOBAL HOLDINGS, INC. (the “Company”) at the Exercise Price of $13.80 per share, as adjusted pursuant to the Warrant
Agreement.


 


The undersigned represents,
warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised hereby. The undersigned
represents, warrants and promises that it has delivered or will deliver in payment for such shares $_________ by certified or official
bank or bank cashier’s check payable to the order of the Company, or through a Cashless Exercise (as described below), no later
than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date.


 


 ̈
Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to exercise
the Warrant by authorizing the Company to withhold from issuance a number shares issuable upon exercise of the Warrant which when
multiplied by the market price of the common stock is equal to the aggregate Exercise Price, and such withheld shares shall no
longer be issuable under the Warrant.


 


The undersigned requests
that a certificate representing the shares of Common Stock be delivered as follows:


 


 





	 	 
	 	Name
	 	 
	 	Address
	 	 
	 	Delivery Address (if different)
	 	 



 


If such number of shares of
common stock is less than the aggregate number of shares of common stock purchasable hereunder, the undersigned requests that a new Book-Entry
Warrant representing the balance of such Warrants shall be registered, with the appropriate Warrant Statement delivered as follows:


 





	 	 	 
	 	 	Name
	 	 	 
	 	 	Address
	 	 	 
	 	 	Delivery Address (if different)
	 	 	 
	Social Security or Other

 Taxpayer	 	Signature



 









    Exhibit B-1 – Page 1


     


    

 


Identification Number of

 Warrantholder


 


Note: The above signature must correspond with
the name as written upon the Warrant Statement in every particular, without alteration or enlargement or any change whatsoever. If the
certificate representing the shares of common stock or any Warrant Statement representing Warrants not exercised is to be registered in
a name other than that in which this Warrant Statement is registered, the signature of the holder hereof must be guaranteed.


 





	SIGNATURE GUARANTEED	 
	 	 
	BY:	 	 



 


Signatures must be guaranteed by a participant
in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program.


 






    Exhibit B-1 – Page 2


     


    

 


EXHIBIT B-2


 


FORM OF ELECTION TO EXERCISE DIRECT REGISTRATION
WARRANTS


 


TO BE COMPLETED BY DIRECT PARTICIPANT 


IN THE DEPOSITORY TRUST COMPANY 


HERTZ GLOBAL HOLDINGS, INC.


 


Warrants
to Purchase _______ Shares of Common Stock 


(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by _______
Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”),
to purchase newly issued shares of Common Stock of HERTZ GLOBAL HOLDINGS, INC. (the “Company”) at the Exercise
Price of $13.80 per share, as adjusted pursuant to the Warrant Agreement.


 


The undersigned represents,
warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised hereby. The undersigned
represents, warrants and promises that it has delivered or will deliver in payment for such shares $_____ by certified or official bank
or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate
Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose or through a Cashless Exercise
(as described below), no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date.


 


  ̈
Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to exercise
the Warrant by authorizing the Company to withhold from issuance a number of shares issuable upon exercise of the Warrant which when
multiplied by the Market Price of the Common Stock is equal to the aggregate Exercise Price, and such withheld shares shall no
longer be issuable under the Warrant.


 


The undersigned requests
that the shares of common stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered,
all as specified in accordance with the instructions set forth below, provided that if the shares of common stock are evidenced by global
securities, the shares of common stock shall be registered in the name of the Depository or its nominee.


 


		 	 
	Dated:	 	 	 


 


NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO
THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING
SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND
(2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES
ARE TO BE SUBMITTED.


 


	NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:		 	 


 


	(PLEASE PRINT)	 	 	 	 
	ADDRESS:	 	
 

	 	 


 






    Exhibit B-2 – Page 1


     


    

 


	CONTACT NAME:	 	 
		
 

	 


 


	ADDRESS:	 	 
	 	 



 


TELEPHONE (INCLUDING INTERNATIONAL CODE):


 


FAX (INCLUDING INTERNATIONAL CODE):


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


 


ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:


 


DEPOSITORY ACCOUNT NO.: _________________


 


WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF
DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT
EXERCISE”. WARRANTHOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:


 





	NAME:	 	 
		(PLEASE PRINT)	 



 





	CONTACT NAME:	 	 
	 	 	 



 


	TELEPHONE (INCLUDING INTERNATIONAL CODE):	 	 


 


	 	 	 
	FAX (INCLUDING INTERNATIONAL CODE):	 	 


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


 


ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:


 


	 	 	 
	DEPOSITORY ACCOUNT NO.:	 	 


 


FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE
PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:


 


	NAME:	 	 
		(PLEASE PRINT)	 
	ADDRESS:	 	 


 






    Exhibit B-1 – Page 2


     


    

 


	CONTACT NAME:	 	 


 


TELEPHONE (INCLUDING INTERNATIONAL CODE):


 


FAX (INCLUDING INTERNATIONAL CODE):


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


 


	 	 
	 	 
	NUMBER OF WARRANTS BEING 

EXERCISED	 


 


(ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE)


 


	Signature:	 	 
	 	
 

	 


 


	 	 	 
	Name:	
	 


 


	 	 	 
	Capacity in which Signing:	
 

	 
	 	 	 
	Signature Guaranteed

 BY:	
 

	 


 


Signatures must be guaranteed by a participant in the Securities
Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program.


 






    Exhibit B-1 – Page 3


     


    

 


EXHIBIT C


 


FORM OF ASSIGNMENT


 


(TO BE EXECUTED BY THE REGISTERED WARRANTHOLDER
IF SUCH WARRANTHOLDER

DESIRES TO TRANSFER A WARRANT)


 


FOR VALUE RECEIVED, the undersigned registered
holder hereby sells, assigns and transfers unto 










	 	 	 









Name of Assignee 







	 	 	 






Address of Assignee


 


______ Warrants to purchase shares of Common Stock
held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint _________________
attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution.


 


	Dated	 	Signature



 


	
    Social Security or Other Taxpayer Identification 

Number
of Assignee
	 	 
	 	 	 
	
    SIGNATURE GUARANTEED BY:

     
	 	 
	 	 	 
	Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program.	 	 


 






    Exhibit C – Page 1