Rights and Warrants

Rights and Warrants. With respect to each Warrantholder, all of such Warrantholder's rights under the Warrant Agreement, including the Warrants granted to such Warrantholder, which collectively have a value at least equal to the nominal value of all of the Exchange Shares issued to the Warrantholders; provided, however, that if the Exchanging Warrantholder is the Warrantholder Majority, then such Exchanging Warrantholder's Rights and Warrants do not include the Warrantholder Majority Rights