SHALL THE $5.00 GLOBAL WARRANT REPRESENT
THE RIGHT TO ACQUIRE MORE THAN 67,083,267 SHARES OF COMMON STOCK, IN EACH CASE,
ASSUMING SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 5 BELOW AND ASSUMING THE
MAXIMUM NUMBER OF UNITS ARE PURCHASED BY THE INITIAL PURCHASER PURSUANT TO THE
PURCHASE AGREEMENT.
BENEFICIAL OWNERS OF INTERESTS IN A GLOBAL WARRANT MAY
RECEIVE A PERMANENT WARRANT CERTIFICATE IN REGISTERED FORM SUBSTANTIALLY IN THE
FORM SET FORTH IN EXHIBIT A-1 OR EXHIBIT A-2, AS APPLICABLE (THE "PHYSICAL
WARRANT"), IN ACCORDANCE WITH THE PROCEDURES OF THE WARRANT AGENT AND THE
DEPOSITARY.
3.1.4
ALL WARRANT CERTIFICATES SHALL BEAR THE LEGEND SET FORTH IN EXHIBIT
B-1.
EACH GLOBAL WARRANT AND PHYSICAL WARRANT THAT CONSTITUTES A RESTRICTED
SECURITY SHALL BEAR THE LEGEND (THE "PRIVATE PLACEMENT LEGEND") SET FORTH IN
EXHIBIT B-2 ON THE FACE THEREOF UNTIL AFTER THE SECOND ANNIVERSARY OF THE LATER
OF (A) THE ISSUE DATE, AND (B) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE OWNER OF SUCH WARRANT (OR ANY PREDECESSOR SECURITY),
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES
ACT OR ANY SUCCESSOR PROVISION THEREUNDER OR SUCH LONGER PERIOD OF TIME AS MAY
BE REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AS SET
FORTH IN AN OPINION OF COUNSEL TO THE COMPANY, UNLESS OTHERWISE AGREED BETWEEN
THE COMPANY AND THE HOLDER THEREOF (SUCH DATE, THE "RESALE RESTRICTION
TERMINATION DATE").
EACH GLOBAL WARRANT SHALL ALSO BEAR THE LEGEND SET FORTH IN
EXHIBIT B-3.
3.2
REGISTRATION.
3.2.1
WARRANT REGISTER.
THE WARRANT AGENT SHALL MAINTAIN BOOKS ("WARRANT
REGISTER") FOR THE REGISTRATION OF THE ORIGINAL ISSUANCE AND TRANSFERS OR
EXCHANGES OF WARRANTS.
UPON THE INITIAL ISSUANCE OF THE WARRANTS, THE WARRANT
AGENT SHALL ISSUE AND REGISTER THE WARRANTS IN THE NAME OF THE INITIAL PURCHASER
IN ACCORDANCE SECTION 3.1.2 ABOVE AND INSTRUCTIONS DELIVERED TO THE WARRANT
AGENT BY THE COMPANY.
THE COMPANY SHALL, UPON REASONABLE ADVANCE NOTICE TO THE
WARRANT AGENT, HAVE ACCESS TO THE WARRANT REGISTER DURING THE WARRANT AGENT'S
REGULAR BUSINESS HOURS.
ALL WARRANT CERTIFICATES ISSUED UPON ANY REGISTRATION
OF TRANSFER OR EXCHANGE OF WARRANT CERTIFICATES SHALL BE THE VALID OBLIGATIONS
OF THE COMPANY, EVIDENCING THE SAME OBLIGATIONS, AND ENTITLED TO THE SAME
BENEFITS UNDER THIS AGREEMENT, AS THE WARRANT CERTIFICATES SURRENDERED FOR SUCH
REGISTRATION OF TRANSFER OR EXCHANGE.
3.2.2
REGISTERED HOLDER.
PRIOR TO DUE PRESENTMENT FOR REGISTRATION OF
TRANSFER OR EXCHANGE OF ANY WARRANT, THE COMPANY AND THE WARRANT AGENT MAY DEEM
AND TREAT THE PERSON IN WHOSE NAME SUCH WARRANT SHALL BE REGISTERED UPON THE
WARRANT REGISTER ("REGISTERED HOLDER") AS THE ABSOLUTE OWNER OF SUCH WARRANT AND
OF EACH WARRANT REPRESENTED THEREBY (NOTWITHSTANDING ANY NOTATION OF OWNERSHIP
OR OTHER WRITING ON THE WARRANT CERTIFICATE MADE BY ANYONE OTHER THAN THE
COMPANY OR THE WARRANT AGENT) FOR THE PURPOSE OF ANY EXERCISE THEREOF AND FOR
ALL OTHER PURPOSES, AND NEITHER THE COMPANY NOR THE WARRANT AGENT SHALL BE
AFFECTED BY ANY NOTICE TO THE CONTRARY.
3.3
TRANSFER AND EXCHANGE.
3.3.1
THE WARRANTS