HOLDER TO
TRC PURSUANT TO THE SUBORDINATED LOAN AGREEMENT, THE ISSUER SHALL DELIVER TO
HOLDER ONE OR MORE WARRANT CERTIFICATES EVIDENCING THE WARRANTS.
SECTION 4.
REGISTRATION, TRANSFER AND EXCHANGE OF CERTIFICATES.
SUBJECT TO SECTION 14, THE ISSUER SHALL MAINTAIN AT THE WARRANT OFFICE THE
WARRANT REGISTER FOR REGISTRATION
3
OF THE WARRANTS AND WARRANT CERTIFICATES AND TRANSFERS THEREOF.
ON THE CLOSING
DATE THE ISSUER SHALL REGISTER THE OUTSTANDING WARRANTS AND WARRANT CERTIFICATES
IN THE NAME OF HOLDER.
THE ISSUER MAY DEEM AND TREAT THE REGISTERED HOLDER(S)
OF THE WARRANT CERTIFICATES AS THE ABSOLUTE OWNER(S) THEREOF AND THE WARRANTS
REPRESENTED THEREBY (NOTWITHSTANDING ANY NOTATION OF OWNERSHIP OR OTHER WRITING
ON THE WARRANT CERTIFICATES MADE BY ANY PERSON) FOR THE PURPOSE OF ANY EXERCISE
THEREOF OR ANY DISTRIBUTION TO THE HOLDER(S) THEREOF, AND FOR ALL OTHER
PURPOSES, AND THE ISSUER SHALL NOT BE AFFECTED BY ANY NOTICE TO THE CONTRARY.
(A)
THE ISSUER SHALL REGISTER THE TRANSFER OF ANY OUTSTANDING
WARRANTS IN THE WARRANT REGISTER UPON SURRENDER OF THE WARRANT CERTIFICATE(S)
EVIDENCING SUCH WARRANTS TO THE ISSUER AT THE WARRANT OFFICE, ACCOMPANIED (IF SO
REQUIRED BY IT) BY A WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER IN FORM
SATISFACTORY TO IT, DULY EXECUTED BY THE REGISTERED HOLDER OR HOLDERS THEREOF OR
BY THE DULY APPOINTED LEGAL REPRESENTATIVE THEREOF.
UPON ANY SUCH REGISTRATION
OF TRANSFER, NEW WARRANT CERTIFICATE(S) EVIDENCING SUCH TRANSFERRED WARRANTS
SHALL BE ISSUED TO THE TRANSFEREE(S) AND THE SURRENDERED WARRANT CERTIFICATE(S)
SHALL BE CANCELED.
IF LESS THAN ALL THE WARRANTS EVIDENCED BY WARRANT
CERTIFICATE(S) SURRENDERED FOR TRANSFER ARE TO BE TRANSFERRED, NEW WARRANT
CERTIFICATE(S) EVIDENCING SUCH REMAINING NUMBER OF WARRANTS SHALL BE ISSUED TO
THE HOLDER SURRENDERING SUCH WARRANT CERTIFICATE(S).
(B)
WARRANT CERTIFICATES MAY BE EXCHANGED AT THE OPTION OF THE
HOLDER(S) THEREOF, WHEN SURRENDERED TO THE ISSUER AT THE WARRANT OFFICE, FOR
ANOTHER WARRANT CERTIFICATE OR OTHER WARRANT CERTIFICATES OF LIKE TENOR AND
REPRESENTING IN THE AGGREGATE A LIKE NUMBER OF WARRANTS.
WARRANT CERTIFICATES
SURRENDERED FOR EXCHANGE SHALL BE CANCELED.
(C)
NO CHARGE SHALL BE MADE FOR ANY SUCH TRANSFER OR EXCHANGE EXCEPT
FOR ANY TAX OR OTHER GOVERNMENTAL CHARGE IMPOSED IN CONNECTION THEREWITH.
EXCEPT AS PROVIDED IN SECTIONS 14(B) AND (C), EACH WARRANT CERTIFICATE ISSUED
UPON TRANSFER OR EXCHANGE SHALL BEAR THE LEGEND SET FORTH IN SECTION 14(B) IF
THE WARRANT CERTIFICATE PRESENTED FOR TRANSFER OR EXCHANGE BORE SUCH LEGEND.
SECTION 5.
MUTILATED OR MISSING WARRANT CERTIFICATES.
IF ANY WARRANT
CERTIFICATE SHALL BE MUTILATED, LOST, STOLEN OR DESTROYED, THE ISSUER SHALL
ISSUE, IN EXCHANGE AND SUBSTITUTION FOR AND UPON CANCELLATION OF THE MUTILATED
WARRANT CERTIFICATE, OR IN LIEU OF AND SUBSTITUTION FOR THE WARRANT CERTIFICATE
LOST, STOLEN OR DESTROYED, A NEW WARRANT CERTIFICATE OF LIKE TENOR AND
REPRESENTING AN EQUIVALENT NUMBER OF WARRANTS, BUT ONLY UPON RECEIPT OF EVIDENCE
REASONABLY SATISFACTORY TO THE ISSUER OF SUCH LOSS, THEFT OR DESTRUCTION OF SUCH
WARRANT CERTIFICATE AND, IF REQUESTED, INDEMNITY SATISFACTORY TO IT; PROVIDED
THAT SUCH INDEMNITY SHALL BE DEEMED TO CONSTITUTE REASONABLY SATISFACTORY
EVIDENCE OF SUCH LOSS, THEFT OR DESTRUCTION.