Common use of Legend Clause in Contracts

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Note and certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Warrant Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the Companyits counsel, to the effect that the registration of the Warrant Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to its counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.16, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and Shares, the Warrants, and, if appropriate, and the securities issued upon the exercise thereof, as applicable and appropriate, shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable federal, provincial or state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR XYBERNAUT CORPORATION (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Shares, Warrants or Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares, Warrants or Warrant Shares such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestrequest and such holder otherwise complies with the terms of the Transaction Documents. Such proposed transfer The legend set forth above shall be removed and removal will not be effected until: the Company shall issue a certificate without such legend to the holder of any Shares, Warrants or Warrant Shares upon which it is stamped if, unless otherwise required by federal or state securities laws, (a) either the sale of such Shares, Warrants or Warrant Shares is registered under the Securities Act (iincluding registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement (b) such holder provides the Company has received with an opinion of counsel, in form, substance and scope customary for opinions of counsel reasonably satisfactory to the Companyin comparable transactions, to the effect that the registration a sale or transfer of the such Shares, Warrants or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a may be made without registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, ; or (ivc) the such holder provides the Company with reasonable assurances that such security Shares, Warrants or Warrant Shares can be sold under Rule 144(k). Each of the Purchasers agrees that it will only sell Shares, Warrants or Warrant Shares, including those represented by a certificate(s) from which the legend has been removed, pursuant to an effective registration statement, under an exemption from the registration requirements of the Securities Act or in accordance with Rule 144(k). In the event the above legend is removed from any Shares, Warrant or Warrant Shares and the effectiveness of a registration statement covering such Shares, Warrants or Warrant Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchasers the Company may require that the above legend be placed on any such Shares, Warrants or Warrant Shares that cannot then be sold pursuant to Rule 144 an effective registration statement, under an exemption from the registration requirements of the Securities Act; Act or under Rule 144(k) and (b) either (i) the Company has received Purchasers shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares, Warrants or Warrant Shares may again be sold pursuant to an opinion effective registration statement, under an exemption from the registration requirements of counsel reasonably satisfactory to the Company, to the effect that registration Securities Act or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the CompanyRule 144(k). The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing The Units have not been registered under the Notes and the Warrants, Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if appropriatean exemption from such registration is then available with respect to such sale. To the extent such Units have been certificated, securities each certificate evidencing Units and each certificate issued in exchange for or upon the exercise thereof, Transfer of any Units shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or form: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) WERE ISSUED ON [●], AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN ONCOLOGY NETWORK, LLC, AS IT MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND AMERICAN ONCOLOGY NETWORK, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH STATE SECURITIES LAWSUNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY AMERICAN ONCOLOGY NETWORK, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates (if any) evidencing Units. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above shall be removed from the certificates (if at such time, prior any) evidencing any Units which cease to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required Units in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company accordance with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)definition thereof.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and the Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities The Company covenants that all shares of Common Stock which may be issued upon exercise of this Warrant will be, upon payment of the exercise Exercise Price and issuance thereof, shall fully paid, non-assessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof, provided that until (i) the shares of Common Stock into which this Warrant may be stamped exercised have been transferred pursuant to Rule 144 under the Act, (ii) the shares of Common Stock into which this Warrant may be exercised may be transferred pursuant to Rule 144 under the Act in a single transaction without being subject to any volume or otherwise imprinted with holding period limitations, or (iii) a legend substantially in registration statement under the Act is effective relating to the transfer of such shares of Common Stock into which this Warrant may be exercised, certificates evidencing the shares of Common Stock into which this Warrant may be exercised may bear the following form (in addition to any legend required by applicable state securities or a substantially similar legend: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, LAW AND MAY NOT BE SOLDTRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, TRANSFERRED, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR OTHERWISE DISPOSED OF IN ANOTHER EXEMPTION UNDER THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY SECURITIES ACT (III) UPON THE COMPANY OF A WRITTEN OPINION ADVICE OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDISSUER, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH OR ANY APPLICABLE STATE SECURITIES LAWS. LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER” The Company agrees to reissue certificates representing any of the Warrant Shares, without that the legend set forth above if at shall be removed and the Company shall issue a certificate without such time, prior legend to making any transfer the holder of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms shares of such transfer and removal as the Company Common Stock into which this Warrant may reasonably request. Such proposed transfer and removal will not be effected until: exercised upon which it is stamped if (a) either (i) the Company has received such shares of Common Stock into which this Warrant may be exercised may be transferred pursuant to an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a effective registration statement under the Securities Act covering Act; (b) such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security shares of Common Stock into which this Warrant may be exercised can be transferred pursuant to Rule 144; or (c) such holder receives advice of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such shares of Common Stock into which this Warrant may be exercised may be made without registration under the Securities Act. In the event the above legend is removed from any shares of Common Stock into which this Warrant may be exercised and thereafter the effectiveness of a registration statement covering such shares of Common Stock into which this Warrant may be exercised is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance written notice to the holders of shares of Common Stock into which this Warrant may be exercised, the Company may require that the above legend be placed on any such shares of Common Stock into which this Warrant may be exercised that cannot then be sold pursuant to an effective registration statement or pursuant to Rule 144 under and the Securities Act; and (b) either (i) holders thereof shall cooperate in the Company has received replacement of such legend. Such legend shall thereafter be removed when such shares of Common Stock into which this Warrant may be exercised may again be transferred pursuant to an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a effective registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent or pursuant to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Rule 144.

Legend. Each certificate representing the Notes Preferred Shares, the Warrants and the Warrants, and, Warrant Shares and if appropriate, securities issued upon the conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker prime broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Stockholder and the Company shall take all such action necessary (including surrendering to the Company certificates representing shares of Stock issued prior to the date hereof) to cause each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with outstanding shares of Stock owned by a Stockholder to bear a legend substantially in containing the following form (in addition to any legend required by applicable state securities or words: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”)HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER, VOTING AND THE OTHER TERMS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 4, 2007 AMONG THE COMPANY, CIG MEDIA LLC AND NBC UNIVERSAL, INC., THE PUT/CALL AGREEMENT DATED AS OF MAY 4, 2007 BETWEEN CIG MEDIA LLC AND NBC UNIVERSAL, INC., THE CALL AGREEMENT DATED MAY 4, 2007 BETWEEN CIG MEDIA LLC AND NBC PALM BEACH INVESTMENT II, INC., AND THE CALL AGREEMENT DATED MAY NOT 4, 2007 BETWEEN THE COMPANY AND NBC PALM BEACH INVESTMENT I, INC., IN EACH CASE, AS THE SAME MAY BE SOLDAMENDED OR AMENDED AND RESTATED FROM TIME TO TIME, TRANSFERRED, OR OTHERWISE DISPOSED COPIES OF WHICH ARE ON FILE IN THE ABSENCE OFFICE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. COMPANY.” The Company agrees to reissue requirement that the above securities legend be placed upon certificates representing any evidencing shares of Stock owned by a Stockholder shall cease and terminate upon the earliest of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected untilfollowing events: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required when such shares are Sold in connection with such proposed transfera Public Sale, (ii) a registration statement under the Securities Act covering when such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws shares are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold Sold pursuant to Rule 144 under the Securities Act; and Act or (biii) either (i) when such shares are Sold in any other transaction if such Stockholder delivers to the Company has received an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, or a “no-action” letter from the staff of the SEC, in either case to the effect that registration or qualification under the securities or “blue sky” laws of any state such legend is not required no longer necessary in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond order to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, protect the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where against a violation by it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for upon any Sale of such shares without registration thereunder. Upon the resale occurrence of any of the Warrant Shares is then in effect)foregoing events, the Company Company, upon the surrender by such Stockholder of certificates containing such legend, shall, at its own expense, promptly deliver to such Stockholder of any such shares as to which the requirement for such legend shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of have terminated, one or more new certificates evidencing such Purchaser or shares not bearing such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)legend.

Legend. Each certificate representing The Warrant Shares to be acquired by the Notes and the WarrantsHolder pursuant hereto, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: sold or transferred unless (aA) either such shares are sold pursuant to an effective registration statement under the Securities Act, or (iB) the Company has received or its transfer agent shall have been furnished with an opinion of counsel reasonably satisfactory to the Company(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory shares to the Company that be sold or transferred may be sold or transferred pursuant to an exemption from such registration and qualification under the Securities Act and state securities laws are not required, or (ivC) the holder provides the Company with reasonable assurances that such security can be shares are sold or transferred pursuant to Rule 144 under the Securities Act; and Act (bor a successor rule) either (i“Rule 144”) or (D) such shares are sold or transferred outside the Company has received an opinion United States in accordance with Rule 904 of counsel reasonably satisfactory to the Company, to the effect that registration or qualification Regulation S under the securities or “blue sky” laws of any state is not required in connection with such proposed dispositionSecurities Act, or (iiE) compliance such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall 3(g). Except as otherwise provided in no event be required, this Warrant (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would and subject it to tax or to the general service of process in any state where it is not then subjectremoval provisions set forth below), or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing until such time as the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale issuable upon exercise of the Warrant Shares is have been registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then in effect)be immediately sold, the Company shall cause its transfer agent to electronically transmit the each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a Purchaser by crediting legend substantially in the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (“DTC”A) through its Deposit Withdrawal Agent Commission TO THE CORPORATION, (“DWAC”B) system OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (to the extent not inconsistent with any provisions of this Agreement)C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

Legend. Each certificate representing The Warrant Shares to be acquired by the Notes and the WarrantsHolder pursuant hereto, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: sold or transferred unless (aA) either such securities are sold pursuant to an effective registration statement under the Securities Act, or (iB) the Company has received or its transfer agent shall have been furnished with an opinion of counsel reasonably satisfactory to the Company(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory securities to the Company that be sold or transferred may be sold or transferred pursuant to an exemption from such registration and qualification under the Securities Act and state securities laws are not required, or (ivC) the holder provides the Company with reasonable assurances that such security can be securities are sold or transferred pursuant to Rule 144 under the Securities Act; and Act (bor a successor rule) either (i“Rule 144”) or (D) such shares are sold or transferred outside the Company has received an opinion United States in accordance with Rule 904 of counsel reasonably satisfactory to the Company, to the effect that registration or qualification Regulation S under the securities or “blue sky” laws of any state is not required in connection with such proposed dispositionSecurities Act, or (iiE) compliance such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall 3(e). Except as otherwise provided in no event be required, this Warrant (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would and subject it to tax or to the general service of process in any state where it is not then subjectremoval provisions set forth below), or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing until such time as the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale issuable upon exercise of the Warrant Shares is have been registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then in effect)be immediately sold, the Company shall cause its transfer agent to electronically transmit the each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a Purchaser by crediting legend substantially in the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (“DTC”A) through its Deposit Withdrawal Agent Commission TO THE CORPORATION, (“DWAC”B) system OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (to the extent not inconsistent with any provisions of this Agreement)C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR BOUNDLESS MOTOR SPORTS RACING, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities ActAct and the holder has complied with the prospectus delivery requirements, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effecteffect and such Purchaser complies with all applicable securities laws in connection with the sale, including, without limitation, the prospectus delivery requirements), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Growth eREIT VII, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each Note and certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Conversion Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR PETCARE TELEVISION NETWORK, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The Company agrees to reissue the Note and certificates representing any of the Warrant Conversion Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the Companyits counsel, to the effect that the registration of the Warrant Note or Conversion Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to its counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.16, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate The Holder understands that until such time as the resale of the Conversion Shares have been registered under the Securities Act of 1933, as amended, the stock certificates representing the Notes and the WarrantsConversion Shares, and, if appropriate, securities issued upon the exercise thereofexcept as set forth below, shall be stamped or otherwise imprinted with bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” lawsand a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF ASSIGNED (I) IN THE ABSENCE OF SUCH (A) AN EFFECTIVE REGISTRATION OR RECEIPT BY STATEMENT FOR THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES LAWSMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at shall be removed and the Company shall issue a certificate without such timelegend to the holder of the securities upon which it is stamped, prior to making any transfer of any if, unless otherwise required by state securities laws, (i) such securitiessecurities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder thereof shall give written notice to provides the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received with an opinion of counsel reasonably satisfactory to the Companycounsel, in a generally acceptable form, to the effect that the registration such sale, assignment or transfer of the Warrant Shares Securities may be made without registration under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under applicable requirements of the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities 1933 Act, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances assurance that such security the Securities can be sold sold, assigned or transferred pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).Rule 144A.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” The Company agrees to reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission Securities and Exchange Commission, which registration statement has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to that either: (i) the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 5.16, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Preferred Shares, the Common Shares, the Warrants and the Warrants, and, Warrant Shares and if appropriate, securities issued upon the conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN UNLESS REGISTERED UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Each certificate representing the Preferred Shares, the Common Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, if such securities are being offered to Purchasers in reliance upon Regulation S, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN FORMACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, SUBSTANCE AND SCOPE BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, TRANSFERREDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, UNDER TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” The Company agrees to reissue certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 144(i) under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker prime broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate At the Closing, the certificates representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall Securities sold pursuant to this Subscription Agreement will be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company agrees to reissue certificates representing any of the Warrant SharesTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. provided, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to that the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: shall (a) either (i) cause such legend to be promptly removed once a registration statement covering the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration resale of the Warrant Shares Securities is effective under the Securities Act or such legend is not no longer required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; applicable law and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory promptly thereafter deliver, or cause to the Companybe delivered, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (iiundersigned new certificate(s) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided Securities that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)are free from all restrictive and other legends.

Legend. Each The Warrant Shares to be acquired by the Warrant Holder pursuant hereto, may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration or offering statement under the Securities Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) or other evidence reasonably satisfactory to the Company to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 or otherwise without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate representing for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereoflegend, shall be stamped or otherwise imprinted with bear a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT BE SOLD, TRANSFERREDWITH A VIEW TO, OR OTHERWISE DISPOSED OF IN CONNECTION WITH, THE ABSENCE OF SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR RECEIPT BY DELIVERY TO THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant SharesOF 1933, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)AS AMENDED.

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Income eREIT V, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing (i) The Purchaser agrees that the Notes Certificates for the Shares (and the Warrants, and, if appropriate, securities issued any shares of Common Stock issuable upon the exercise thereof, of a Warrant) shall be stamped or otherwise imprinted with a legend substantially in bear the following form (in addition to any legend required by applicable state securities or legend: “blue sky” laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The Company agrees to reissue certificates representing LAWS AS EVIDENCED BY EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.” Certificates evidencing the Shares or any of the Warrant Sharesother securities shall not contain any legend, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) while a registration statement under (including any Registration Statement (as defined in Section 5(a)(i) below)) covering the Securities Act covering resale of such proposed disposition has been filed by the Company with the Commission and has become security is effective under the Securities Act, (ii) following any sale of such Shares or securities pursuant to Rule 144, (iii) the Company has received other evidence reasonably satisfactory if such Shares or securities are eligible for sale under Rule 144 not subject to the Company that such registration and qualification under the Securities Act and state securities laws are not required, volume limitations or (iv) the holder provides the Company with reasonable assurances that if such security can be sold pursuant to Rule 144 legend is not required under applicable requirements of the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the date on which a Registration Statement is declared effective (the “Effective Date”) if such legal opinion is required by the Company’s transfer agent to electronically transmit effect the Warrant Shares to removal of the legend hereunder. The Company agrees that following an Effective Date or at such time as such legend is no longer required under this Section 4(j), it will, no later than three (3) Business Days following the delivery by a Purchaser by crediting to the account Company or to the Company’s transfer agent of a certificate representing shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other restrictive legends. The Company may not make any notation on its records or such give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in Section 4(i) or this Section 4(j). Any fees associated with the removal of the legend referred to in this Section 4(j) shall be borne by the Company. Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing the Shares or securities as set forth in this Section 4(j) is predicated upon the Purchaser’s Prime Broker with covenant that the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (Purchaser only will sell any Shares or securities pursuant to either the extent not inconsistent with registration requirements of the Securities Act, including any provisions of this Agreement)applicable prospectus delivery requirements, or an exemption therefrom.

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Second Amended and Restated Operating Agreement of Fundrise Development eREIT, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR COMMUNICATION INTELLIGENCE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (provided that a registration statement under the “DTC”) Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR REMOTE DYNAMICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not requiredrequired (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities ActAct (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect theretothereto (which may include an opinion of counsel provided by the Company). The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Except as otherwise provided in this Section 5(b), each certificate representing the Notes and the Warrants, and, if appropriate, securities for Warrant Shares initially issued upon the exercise thereofof this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with bear a legend in substantially in the following form (in addition to any legend required by applicable state securities or the “blue sky” lawsSecurities Act Legend”): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION SECURITIES UNDER THE 1933 ACT, OR RECEIPT BY THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL IN FORMCOUNSEL, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY ISSUER HEREOF, TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES 1933 ACT AND SUCH STATE SECURITIES LAWSIS AVAILABLE. The Company agrees to reissue certificates representing any of Certificates evidencing the Warrant SharesShares shall not contain any legend (including the Securities Act Legend), without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) while a registration statement covering the Company has received an opinion resale of counsel reasonably satisfactory to the Company, to the effect that the registration of the such Warrant Shares is effective under the Securities Act is not required in connection with such proposed transfer1933 Act, (ii) a registration statement under the Securities Act covering following any sale of such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities ActWarrant Shares pursuant to Rule 144, (iii) the Company has received other evidence reasonably satisfactory to the Company that if such registration and qualification Warrant Shares are eligible for sale under the Securities Act and state securities laws are not requiredRule 144 without volume or manner-of-sale restrictions, or (iv) the holder provides the Company with reasonable assurances that if such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state legend is not required in connection under applicable requirements of the 1933 Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission). The Company agrees that following such time as such legend is no longer required under this Section 5(b) and upon the request of the Holder, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Transfer Agent of Warrant Shares issued with a Securities Act Legend deliver or cause to be delivered to such proposed disposition, Holder Warrant Shares free from any Securities Act Legend or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoother legend. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1use its best efforts, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or including delivering an opinion to the general service of process in Transfer Agent at its own expense, to ensure any state where it is not then subject, or legend (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under including the Securities Act providing for the resale of the Warrant Shares Legend) is then removed in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker accordance with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this AgreementSection 5(b).

Legend. Each certificate representing The Holder agrees to the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with imprinting of a legend substantially on any of the Shares issuable upon exercise hereof in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE CORPORATION. The Company agrees to reissue THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Notwithstanding the foregoing, certificates representing evidencing this Warrant or the Shares issuable upon exercise hereof shall not contain any of the Warrant Shares, without legend (including the legend set forth above if at such timeabove), prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) while a registration statement under covering the Securities Act covering resale of such proposed disposition has been filed by the Company with the Commission and has become security is effective under the Securities Act, (ii) following any sale of this Warrant or such Shares issuable upon exercise hereof pursuant to Rule 144, (iii) if this Warrant or such Shares issuable upon exercise hereof are eligible for sale under Rule 144, without the requirement for the Company has received other evidence reasonably satisfactory to be in compliance with the Company that current public information required under Rule 144 as to this Warrant or such registration Shares issuable upon exercise hereof and qualification under the Securities Act and state securities laws are not requiredwithout volume or manner-of-sale restrictions, or (iv) the holder provides the Company with reasonable assurances that if such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state legend is not required in connection with such proposed disposition, or (ii) compliance with under applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case requirements of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for (including judicial interpretations and pronouncements issued by the resale staff of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this AgreementCommission).

Legend. Each certificate representing The Payee understands that the Notes Common Stock issuable upon conversion of this Note will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and the Warrantsmay not be sold, andpledged, if appropriate, securities issued upon the exercise thereof, shall assigned or transferred and must be stamped or otherwise imprinted with a legend substantially held indefinitely in the absence of (i) an effective registration statement under the 1933 Act and applicable state securities laws with respect thereto or (ii) an opinion of counsel satisfactory to the Company that such registration is not required. The stock certificates for the Common Stock issuable upon conversion of this Note shall bear the following form or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any legend required by applicable state securities law or “blue sky” lawsany other agreement to which the Company is a party): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE OF ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH REGISTRATION TRANSACTION INVOLVING SAID SECURITIES OR RECEIPT BY (B) THE COMPANY OF A WRITTEN HAS RECEIVED AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. REGISTRATION." The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice Payee consents to the Company describing the manner and terms of such making a notation on its records or giving instructions to any transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration agent of the Warrant Shares under Securities in order to implement the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, set forth and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)described herein.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ““ SECURITIES ACTACT ”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.15.1 , the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC“ DTC ”) through its Deposit Withdrawal Agent Commission (“DWAC“ DWAC ”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” The Company agrees to reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) the Company has either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) filed a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission Securities and Exchange Commission, which registration statement has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to that either: (i) the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use reasonable efforts to respond to any such notice from a holder Holder within five (5) business days. In the case of any proposed transfer under this Section 5.17, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 7 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR DIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate At the Closing, the certificates representing the Notes Preferred Shares sold pursuant to this Agreement, and upon issuance the Warrantscertificates representing the Underlying Shares, and, if appropriate, securities issued upon the exercise thereof, shall will be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company agrees to reissue certificates representing any of the Warrant SharesTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. provided, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to that the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: shall (a) either (i) cause such legend to be promptly removed once a registration statement covering the Company has received an opinion resale of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares any Securities is effective under the Securities Act or if such legend is not no longer required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; applicable law and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed dispositionany sale under Rule 144, or promptly (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to and in any such notice from a holder event within five (5) business days. In the case of any proposed transfer under this Section 5.1, days after receipt by the Company will use reasonable efforts of a request therefor accompanied by all reasonably required documentation) deliver, or cause to comply with any such applicable state securities or “blue sky” lawsbe delivered, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service Investors new certificate(s) representing such Securities that are free from all restrictive and other legends or, at the request of process in any state where it is not then subjectan Investor, or (z) via DWAC transfer to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such PurchaserInvestor’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)account.

Legend. Each certificate representing the Notes and the Warrants, andfor Shares, if appropriatecertificated, or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the following legend: The holder of this security acknowledges for the benefit of MGM Growth Properties LLC that this security may not be sold, offered, resold, pledged or otherwise transferred if such transfer would (A) violate the then applicable federal or state securities issued upon laws or rules and regulations of the exercise thereofSecurities and Exchange Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer or (B) terminate the existence or qualification of the Company under the laws of the State of Delaware. The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Company’s maintenance of its qualification as a real estate investment trust under the Code. Subject to certain further restrictions and except as expressly provided in the Company’s Amended and Restated Limited Liability Company Agreement, (i) no Person may Beneficially Own or Constructively Own shares of any class of Common Shares (other than the Class B Common Share) in excess of 9.8% (in value or number of shares, whichever is more restrictive) of such class of Outstanding Common Shares unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be stamped applicable); (ii) no Person may Beneficially Own or Constructively Own shares of any class or series of Preferred Shares in excess of 9.8% (in value or number of shares, whichever is more restrictive) of the Outstanding shares of such class or series of Preferred Shares unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8% (in value) of the total Outstanding Shares unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iv) no Person may Beneficially Own or Constructively Own an amount of Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise imprinted with cause the Company to fail to qualify as a legend substantially REIT; (v) no Person shall Beneficially Own or Constructively Own an amount of Shares to the extent that such ownership would result in the following form Company owning (actually or Constructively) an interest in addition a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Company from such tenant could cause the Company to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees fail to reissue certificates representing satisfy any of the Warrant Sharesgross income requirements of Section 856(c) of the Code; and (vi) no Transfer shall be made if such Transfer would result in the Shares being beneficially owned by less than one hundred (100) Persons (as determined under the principles of Section 856(a)(5) of the Code). Any attempted Transfer of shares of Shares that, without if effective would result in violation of any of the legend restrictions set forth in (i) through (vi) above if at shall be void ab initio, and the intended transferee shall acquire no rights in such timeShares. The Shares in excess or in violation of the limitations set forth in (i) through (vi) will be automatically transferred to one or more Trusts for the benefit of one or more Charitable Beneficiaries. In addition, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem shares or require the disposition of shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will not be effected until: (a) either (i) cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company has received an opinion of counsel reasonably satisfactory to the Companyor, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any such a proposed transfer under or attempted transaction, give at least fifteen (15) days prior written notice. The Shares represented by this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would certificate are subject it to tax or to the general service restrictions on ownership and transfer set forth in Sections 4.5 and 4.6 of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws the Amended and Restated Limited Liability Agreement of any state for which registration by coordination is unavailable to the Company. The Board of Directors of the Company may impose additional restrictions on the transfer of this security if it receives an Opinion of Counsel that such restrictions are necessary or advisable to preserve the uniformity of the Shares (or any class or series thereof). The restrictions set forth above shall not preclude the settlement of any transactions involving this security entered into through the facilities of any National Securities Exchange on which this security is listed or admitted for trading. All capitalized terms in this legend have the meanings defined in the Amended and Restated Limited Liability Company Agreement of the Company, as the same may be amended from time to time, a copy of which, including the restrictions on transfer contained in this Section 5.1 shall and ownership, will be in addition to, furnished to each holder of Shares on request and not by way without charge. Requests for such a copy may be directed to the Secretary of limitation of, any other restrictions on transfer contained in any other section the Company at its principal office. Instead of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a foregoing legend, the certificate or written statement of information delivered in lieu of delivering physical certificates representing the Warrant Shares (provided a certificate, if any, may state that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares will furnish a full statement about certain restrictions on transferability to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Member on request and without charge.

Legend. Each certificate Until such time as the Purchased Shares have been sold pursuant to an effective registration statement under the Securities Act, or the Purchased Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, any certificate(s) representing the Notes Purchased Shares sold pursuant to this Agreement will be imprinted (and any Purchased Shares issued in book entry form will have a notation in the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted Company’s stock transfer records) with a legend in substantially in the following form (in addition to any legend required by applicable state securities or form: “blue sky” laws): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TRANSFERRED EXCEPT (1) PURSUANT TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES OTHER APPLICABLE LAWS. The Company agrees to reissue certificates representing any .” In connection with a sale of Purchased Shares in reliance on Rule 144 promulgated under the Warrant SharesSecurities Act, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof Purchaser or its broker shall give written notice deliver to the Company describing the manner and terms of such transfer and removal as a broker representation letter providing to the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) any information the Company has received an opinion of counsel reasonably satisfactory deems necessary to the Company, to the effect determine that the registration of the Warrant Shares such sale is made in compliance with Rule 144 promulgated under the Securities Act Act, including, as may be appropriate, a certification that Purchaser is not required an affiliate of the Company (as defined in connection Rule 144 promulgated under the Securities Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend, and the Company shall bear all costs associated with the removal of such proposed transfer, (ii) a legend. At such time as the Purchased Shares have been sold pursuant to an effective registration statement under the Securities Act covering such proposed disposition or have been held by Purchaser for more than one year where Purchaser is not, and has not been filed by in the preceding three months, an affiliate of the Company with the Commission and has become effective (as defined in Rule 144 promulgated under the Securities Act), (iii) if the restrictive legend is still in place, the Company has received other evidence reasonably satisfactory agrees, upon request of Purchaser, to take all steps necessary to promptly effect the removal of such legend, and the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection shall bear all costs associated with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoremoval of such legend. The Company will respond shall cooperate with Purchaser to any such notice from a holder within five (5) business days. In effect the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account removal of such Purchaser or legend at any time such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)legend is no longer appropriate.

Legend. Each certificate The Purchaser understands that the certificates representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with Securities will bear at issuance a restrictive legend in substantially in the following form (in addition to any legend required form: “The securities represented by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will this certificate have not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares been registered under the Securities Act is of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not required in connection with such proposed transfer, (ii) be offered or sold unless a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has applicable state securities laws shall have become effective under the Securities Actwith regard thereto, (iii) the Company has received other evidence reasonably satisfactory to the Company that such or an exemption from registration and qualification under the Securities Act and applicable state securities laws is available in connection with such offer or sale. Such securities are not required, or issued subject to the provisions of (ivi) the holder provides Certificate of Designation relating to the Series A-1 Convertible Preferred Stock of Toreador Resources Corporation (the “Company”), (ii) a Securities Purchase Agreement by and among the Company with reasonable assurances that and the Purchaser signatory thereto (the “Purchaser”) and (iii) a Registration Rights Agreement by and among the Company and the Purchaser.” Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of any of the Securities is registered pursuant to an effective registration statement, (B) such security Securities can be sold pursuant to Rule 144 under the Securities Act; Act (“Rule 144”) and (b) either (i) a registered broker dealer provides to the Company has received an opinion of counsel reasonably satisfactory a customary broker’s Rule 144 letter and the Purchaser delivers to the Company, to the effect that registration or qualification under the securities or “blue sky” laws Company a customary seller’s representation letter and a copy of any state is not Form 144 which may have been required in connection with to be filed by such proposed dispositionHolder pursuant to Rule 144, or (iiC) compliance with applicable state securities such Securities are eligible for resale under Rule 144(k), such Securities shall be issued without any legend or “blue sky” laws has been effected or a valid exemption exists other restrictive language and, with respect thereto. The Company will respond to any Securities upon which such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it legend is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect)stamped, the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of issue new certificates without such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (legend to the extent not inconsistent with any provisions of this Agreement)holder upon request.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR FIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will respond to any such notice from a holder within five (5) business daysBusiness Days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (provided that a registration statement under the “DTC”) Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Balanced eREIT II, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing The Units have not been registered under the Notes and the Warrants, Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if appropriatean exemption from such registration is then available with respect to such sale. To the extent such Units have been certificated, securities each certificate evidencing Units and each certificate issued in exchange for or upon the exercise thereof, Transfer of any Units shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or form: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) WERE ISSUED ON [ ], AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN ONCOLOGY NETWORK, LLC, AS IT MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND AMERICAN ONCOLOGY NETWORK, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH STATE SECURITIES LAWSUNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY AMERICAN ONCOLOGY NETWORK, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates (if any) evidencing Units. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above shall be removed from the certificates (if at such time, prior any) evidencing any Units which cease to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required Units in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company accordance with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)definition thereof.

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Growth eREIT V, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR THE VIALINK COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Warrant such Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) business days. In the case of any proposed transfer under this Section 5.15, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN UNLESS REGISTERED UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED. The Company agrees to will reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal reissuance will not be effected until: (a) either (ia)(i) the Company has received an opinion of counsel reasonably satisfactory to the Company, Company to the effect that the registration of the Warrant Shares Securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities Act and has become effective under the Securities Acteffective, (iii) the Company has received other evidence reasonably satisfactory an opinion of such to the Company effect that that such registration and qualification under the Securities Act and state securities laws are is not required, or (iv) the holder provides Company has received an opinion of such counsel to the Company with reasonable assurances effect that such security can the Securities may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (b) either (ib)(i) the Company has received an opinion of such counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, required (xi) to qualify to do business in any state where it is not then qualified, (yii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (ziii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser Agreement or imposed by crediting the account of such Purchaser law or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)regulation.

Legend. Each certificate representing evidencing any Securities or Other Securities held by a Holder and each certificate issued in exchange for or upon the Notes and the Warrants, Transfer of any such securities (unless such securities are permitted to be Transferred pursuant to this Agreement and, if appropriatesuch securities were Registrable Securities, securities issued upon the exercise thereof, would no longer be Registrable Securities after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or form: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 2, 2020 AMONG THE ISSUER OF SUCH SECURITIES (THE “SECURITIESCOMPANY”) HAVE NOT BEEN REGISTERED UNDER AND CERTAIN OF THE SECURITIES ACT OF 1933COMPANY’S HOLDERS, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE AMENDED. A COPY OF SUCH REGISTRATION OR RECEIPT RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSHOLDER HEREOF UPON WRITTEN REQUEST.” The Corporation shall imprint such legend on certificates evidencing Securities and Other Securities outstanding prior to the date hereof. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making shall be removed from the certificates evidencing any transfer securities which are Transferred in accordance with Rule 144 of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, provided that the Corporation may request reasonable evidence (iiiincluding a legal opinion) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretolaws. The Company will respond reasonably cooperate with and assist the Parent Investors, Permira Investor or Warburg Investor, and the Company’s transfer agent to facilitate any in-kind distribution in the manner reasonably requested by such notice from a holder within five investors (5) business days. In including the case delivery of any proposed transfer under this Section 5.1, instruction letters by the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable its counsel to the Company. The restrictions on ’s transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect)agent, the delivery of customary legal opinions by counsel to the Company shall cause its transfer agent to electronically transmit and the Warrant Shares to a Purchaser by crediting the account delivery of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (Registrable Securities without restrictive legends, to the extent not inconsistent with any provisions of this Agreementno longer applicable).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if if, at such time, prior to making any transfer of any such securitiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, disposition or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business dayseffected. In the case of any proposed transfer under this Section 5.1section, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 section shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andfor Shares, if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: "The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the COMPANY'S maintenance of its qualification as a legend substantially real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "CODE"). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of LM CAPITAL REAL ESTATE INVESTMENT TRUST, LLC (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTCOMPANY”), OR APPLICABLE STATE SECURITIES LAWSas may be amended from time to time (the "OPERATING AGREEMENT"), AND MAY NOT BE SOLD(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, TRANSFERREDwhichever is more restrictive) of the Outstanding Common Shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the Outstanding Shares, unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMbeing "closely held" under Section 856(h) of the CODE (without regard to whether the ownership interest is held during the last half of a taxable year), SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE or otherwise cause the COMPANY THAT SUCH SECURITIES MAY BE SOLDto fail to qualify as a REIT; and (iv) any Transfer of Shares that, TRANSFERREDif effective, OR OTHERWISE DISPOSED OFwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the CODE) shall be void ab initio, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSand the intended transferee shall acquire no rights in such Shares. The Company agrees Any Person who Beneficially Owns or Constructively Owns or attempts too Beneficially Own or Constructively Own Shares which causes or will cause a Person to reissue certificates representing Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the COMPANY and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above are violated, the Company has received Shares in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more charitable beneficiaries. In addition, the COMPANY may redeem Shares upon the terms and conditions specified by the MANAGING MEMBER or BOARD OF DIRECTORS in their sole discretion if the MANAGING MEMBER or BOARD OF DIRECTORS determines that ownership or a Transfer or other evidence reasonably satisfactory to event may violate the Company that such registration and qualification under restrictions described above. Furthermore, upon the Securities Act and state securities laws are not requiredoccurrence of certain events, or (iv) attempted Transfers in violation of the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either restrictions described in (i) through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received an opinion meanings defined in the OPERATING AGREEMENT, a copy of counsel reasonably satisfactory which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the MANAGING MEMBER or BOARD OF DIRECTORS at the Company's principal office." Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Shareholder on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ECHO THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares or Warrant Shares Shares, as the case may be, under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities ActAct or another exemption therefrom; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (provided that a registration statement under the “DTC”) Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andshares of Series A Preferred Stock, if appropriate, securities issued upon the exercise thereofany, shall be stamped or otherwise imprinted with a legend bear substantially in the following form (legend, in addition to any other legend that may be required in order to comply with applicable federal and state laws: The shares represented by applicable state securities or this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTCode”). Subject to certain further restrictions and except as expressly provided in the Articles Supplementary for the Series A Preferred Stock, OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially or Constructively Own shares of the Corporation’s Series A Preferred Stock in excess of the Series A Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Series A Preferred Stock that, AND MAY NOT BE SOLDtaking into account other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iii) no Person may Transfer shares of Series A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSPreferred Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. The Company agrees Any Person who Beneficially or Constructively Owns or attempts to reissue certificates representing Beneficially or Constructively Own shares of Series A Preferred Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Series A Preferred Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the Warrant Shares, without the legend restrictions on transfer or ownership set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, and (ii) above are violated, the shares of Series A Preferred Stock in excess or in violation of the above limitations will be automatically transferred to a registration statement under Trustee of a Trust for the Securities Act covering such proposed disposition has been filed benefit of one or more Charitable Beneficiaries. In addition, the Corporation may take other actions, including redeeming shares upon the terms and conditions specified by the Company with Board of Directors in its sole and absolute discretion if the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company Board of Directors determines that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected ownership or a valid exemption exists with respect theretoTransfer or other event may violate the restrictions described above. The Company will respond Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Articles Supplementary for the Series A Preferred Stock, as the same may be amended from time to any such notice from time, a holder within five (5) business days. In copy of which, including the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall and ownership, will be in addition tofurnished to each holder of Series A Preferred Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office. Instead of the foregoing legend, and not by way of limitation of, any other a certificate may state that the Corporation will furnish a full statement about certain restrictions on ownership and transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued shares to a Purchaser stockholder on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ELECTRO ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Warrant Underlying Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesUnderlying Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Underlying Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not requiredrequired (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities ActAct (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect theretothereto (which may include an opinion of counsel provided by the Company). The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Underlying Shares is required to be issued to a the Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (Underlying Shares, provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its Company’s transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Underlying Shares to the Purchaser by crediting the account of the Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR INTELLIGENTIAS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesWarrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not requiredrequired (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities ActAct (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect theretothereto (which may include an opinion of counsel provided by the Company). The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (provided that a registration statement under the “DTC”) Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Real Estate Investment Trust, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ADVANCED GROWING SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effecteffect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)) provided that the Company and the Company’s transfer agent are participating in DTC through the DWAC system.

Legend. Each Any certificate representing the Notes evidencing any Registrable Securities and the Warrants, and, if appropriate, securities any certificate issued in exchange for or upon the exercise thereof, transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) or any account at which such Registrable Securities are held shall be stamped or otherwise imprinted designated with a legend in substantially in the following form (in addition to any legend required by applicable state securities or form: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF , AMONG THE ISSUER OF SUCH SECURITIES (THE “SECURITIESCOMPANY”) HAVE NOT BEEN REGISTERED UNDER AND CERTAIN OF THE SECURITIES ACT OF 1933COMPANY’S STOCKHOLDERS, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE AMENDED. A COPY OF SUCH REGISTRATION OR RECEIPT RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSHOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint or otherwise designate such legend on any certificates evidencing Registrable Securities outstanding or any account at which such Registrable Securities are held prior to the date hereof. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if shall be removed from the certificates evidencing any securities that have ceased to be Registrable Securities or any account at which such timesecurities are held, prior as applicable. Unless such securities that have ceased to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Registrable Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has have been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold delegended pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect5(a)(xvi), the Company shall cause its transfer agent to electronically transmit cooperate with the Warrant Shares to a Purchaser by crediting the account holders of such Purchaser securities to (i) facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing such securities or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent removal of any restrictive legends associated with any provisions of this Agreement)account at which such securities are held, as applicable, and (ii) if applicable, enable such securities to be in such denominations and registered in such names as the holders may request.

Legend. Each certificate representing the Notes Notes, the Conversion Shares, the Warrants and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” "BLUE SKY" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Notes, Conversion Shares, Warrants or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “blue sky” "BLUE SKY" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” "BLUE SKY" laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1SECTION 5, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” "BLUE SKY" laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section SECTION 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate or “book entry” statement representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWS. LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” The Company agrees to cause its transfer agent to reissue certificates representing any of the Warrant Shares, shares of Common Stock without the legend set forth above if at so long as such time, prior to making any transfer of any such securities, legend removal is in connection with a sale transaction and such holder thereof shall give written notice to the Company describing the manner and terms of such transfer sale and removal as the Company may reasonably request. Such In addition, such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares shares of Common Stock under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business daysBusiness Days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares shares of Common Stock is required permitted to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares shares of Common Stock (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares shares of Common Stock is then in effecteffect and such shares have been sold), the Company shall may cause its transfer agent to electronically transmit the Warrant Shares shares of Common Stock to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker prime broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition, the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and public resale of the Common Stock pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that shares of Common Stock are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting transfer pursuant to Section 5.1 hereof.

Legend. Each From and after the Effective Date, each certificate representing for Units shall bear substantially the Notes following legend: "The securities represented by this certificate are subject to the restrictions on transfer and ownership for the Warrantspurpose of maintenance of the status as a partnership under the Internal Revenue Code of 1986, andas amended (the "Code"). Except as otherwise provided pursuant to the Partnership Agreement of the Partnership, if appropriateno Person may (i) Constructively Own Units of the Partnership in excess of 4.9 percent of the outstanding Units or (ii) Constructively Own Units (of any class or series) which would cause the Partnership to fail to qualify as a partnership for federal income tax purposes under any applicable Code Section, securities issued upon including, without limitation, Section 7704 of the exercise thereofCode. Any Person who has Constructive Ownership, shall be stamped or otherwise imprinted with who Acquires or attempts to Acquire Constructive Ownership of Units in excess of the above limitations and any Person who Constructively Owns Excess Units as a legend substantially transferee of Units resulting in an exchange for Excess Units (as described below) immediately must notify the Partnership in writing or, in the following form (event of a proposed or attempted Transfer or Acquisition or purported change in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the Constructive Ownership, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall must give written notice to the Company describing Partnership at least fifteen (15) days prior to the manner proposed or attempted transfer, transaction or other event. Any Transfer or Acquisition of Units or other event which results in violation of the ownership or transfer limitations set forth in the Partnership Agreement of the Partnership, shall be void ab initio and terms of the Purported Beneficial and Record Transferee shall not have or acquire any rights in such Units. If the transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory ownership limitations referred to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws herein are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1violated, the Company Units represented hereby automatically will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state exchanged for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (Excess Units to the extent not inconsistent with any provisions of violation of such limitations, and such Excess Units will be held in trust by the Partnership, all as provided by the Partnership Agreement of the Partnership. All defined terms used in this Agreement)legend have the meanings identified in the Partnership Agreement of the Partnership, as the same may be amended from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each Unitholder who so requests."

Legend. Each certificate representing the Notes and the Warrants, andfor Shares , if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of Fundrise Income eREIT 2019, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares , TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares , SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate In order to enforce the obligations set forth in this Article III, PubCo shall place restrictive legends in the form set forth below on the certificates or book entries representing the Notes Covered Securities subject to this Agreement, including any Covered Securities Transferred to a Permitted Transferee. Within two Business Days of PubCo’s receiving a request to remove such legend by a Holder or the duly appointed transfer agent of PubCo, PubCo shall notify the Sponsor, the Blocker Owner and CF OMS of such request in writing, including the Warrants, number of Covered Securities with respect to which such request relates and, if appropriatein connection with a proposed Transfer, securities issued upon the exercise thereofdate such Transfer is, or is to be, effected. All certificates or book entries representing Covered Securities, as the case may be, shall be stamped or otherwise imprinted with bear a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): form: THESE SECURITIES ARE SUBJECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE RESTRICTIONS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT, DATED [●], 2021 (THE “SECURITIESINVESTOR RIGHTS AGREEMENT”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933), AS AMENDED BY AND AMONG OLIVE VENTURES HOLDINGS, INC. (THE “SECURITIES ACTCOMPANY”), MDIH SPONSOR LLC, NORMANDY HOLDCO LLC AND CF OMS LLC, AS THE SAME MAY BE AMENDED OR APPLICABLE STATE RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AND SHALL BE PROVIDED FREE OF CHARGE TO ANY PARTY MAKING A BONA FIDE REQUEST THEREFOR). AND NO TRANSFER OF THESE SECURITIES LAWS, AND MAY NOT WILL BE SOLD, TRANSFERRED, VALID OR OTHERWISE DISPOSED OF EFFECTIVE UNTIL ANY CONDITIONS CONTAINED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMINVESTOR RIGHTS AGREEMENT, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDIF ANY, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)HAVE BEEN FULFILLED.

Legend. Each certificate representing The Investor agrees to the Notes and the Warrantsimprinting, andso long as is required by this Section 5.5(d), if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in of the following form (in addition to legend on any legend required by applicable state securities or “blue sky” laws): THE certificate evidencing Purchased Common Stock: THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. The Company agrees to reissue certificates representing any of the Warrant SharesTHE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, without the legend set forth above if at such timeINCLUDING A LOCK-UP PERIOD, prior to making any transfer of any such securitiesAND CERTAIN OTHER RESTRICTIONS, such holder thereof ALL AS SET FORTH IN CERTAIN DEFINITIVE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. Certificates evidencing Purchased Common Stock shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either required to contain such legend or any other legend (i) the Company has received an opinion of counsel reasonably satisfactory after a transfer pursuant to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement that is effective under the Securities Act covering the resale of such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities ActPurchased Common Stock, (ii) following any sale of such Purchased Common Stock pursuant to Rule 144, (iii) the Company has received other evidence reasonably satisfactory to the Company that if such registration and qualification Purchased Common Stock are eligible for sale under the Securities Act and state securities laws are not requiredRule 144(k), or (iv) if such legend is not required under applicable requirements of the holder provides Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the Commission). At such time as a legend is no longer required for the Purchased Common Stock, the Company with reasonable assurances that such security can be sold pursuant will no later than three Trading Days following the delivery by the Investor to Rule 144 under the Securities Act; and (b) either (i) the Company has received of a legended certificate representing such Common Stock and an opinion of counsel reasonably satisfactory to the Companyextent required by Section 5.5(c), deliver or cause to be delivered to the effect Investor a certificate representing such Purchased Common Stock that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretofree from all restrictive and other legends. The Company will respond to may not make any such notice from a holder within five (5) business days. In notation on its records that enlarge the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained set forth in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Section.

Legend. Each certificate The certificates representing the Notes and capital stock of the Warrants, and, if appropriate, securities issued upon Company held by each of the exercise thereof, Stockholders shall be stamped or otherwise imprinted with a legend substantially in bear the following form legend (in addition provided that with respect to SBW and any certificates issued after the date hereof such legend required by applicable state securities or “blue sky” lawsshall refer to this Agreement): "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE “SECURITIES ACT”), OR APPLICABLE LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR SUCH SALE OR TRANSFER IS EXEMPT FROM THE ABSENCE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY ACT AND ANY SIMILAR REQUIREMENTS OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH ANY APPLICABLE STATE SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER LAW. THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 4, 1994, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE SECRETARY OF THE COMPANY." If any capital stock of the Warrant SharesCompany becomes eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act, without the Company shall, subject to applicable law and upon the request of any holder of such capital stock, remove the legend set forth above if at in this Section 6(a) from the certificates evidencing the shares of such timecapital stock held by such holder. In addition, prior to making (i) in connection with any transfer Transfer of shares of any capital stock of the Company pursuant to any public offering registered under the Securities Act or pursuant to Rule 144 (or any similar rule or rules then in effect promulgated under the Securities Act) if such securities, such rule is available or (ii) if the holder thereof shall give written notice of any shares of capital stock of the Company delivers to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory acceptable to the Company, to the effect Company that the no subsequent Transfer of such shares shall require registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to shall promptly upon such Transfer deliver new certificates for such shares which do not bear the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained legend set forth in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement6(a).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN UNLESS REGISTERED UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED. The Company agrees to will reissue certificates representing any of the Warrant Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such securitiesShares, such the holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal reissuance will not be effected until: (a) either (ia)(i) the Company has received an opinion of counsel reasonably satisfactory to the Company, Company to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities Act and has become effective under the Securities Acteffective, (iii) the Company has received other evidence reasonably satisfactory an opinion of such to the Company effect that that such registration and qualification under the Securities Act and state securities laws are is not required, or (iv) the holder provides Company has received an opinion of such counsel to the Company with reasonable assurances effect that such security can the Shares may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (b) either (ib)(i) the Company has received an opinion of such counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, required (xi) to qualify to do business in any state where it is not then qualified, (yii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectsubject thereto, or (ziii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser Agreement or imposed by crediting the account of such Purchaser law or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)regulation.

Legend. Each certificate representing the Notes Shares, the Warrants and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR IMMUNOCELLULAR THERAPEUTICS, LTD. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal of the legend will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Shares, the Warrants or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its reasonable best efforts to respond to any such notice from a holder within five three (53) business daysBusiness Days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing Notwithstanding the Warrant Shares is required foregoing, the restrictions on transfer contained in this Section 5.1 shall not be deemed to be issued limit or prohibit any Purchaser’s right to a Purchaser without a legend, in lieu pledge any of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)margin purposes.

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR XSTREAM BEVERAGE GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.16.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR HIENERGY TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Warrant such Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five ten (510) business days. In the case of any proposed transfer under this Section 5.15, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR FINANCIALCONTENT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing The Parties agree and acknowledge that upon issuance by the Notes Company of any shares pursuant to the SeaChange Series A Purchase Agreement, the SeaChange Series B Purchase Agreement, the LGIV Series B Purchase Agreement, the Warrant or the Summit Series C Purchase Agreement all certificates evidencing such shares (and the Warrants, and, if appropriate, securities any shares issued upon the conversion or exercise thereof) shall bear a legend (the “Legend”), shall be prominently stamped or otherwise imprinted with a legend printed thereon, reading substantially in the following form (in addition to any legend required by applicable state securities or as follows: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF UNLESS REGISTERED UNDER SUCH REGISTRATION ACT AND ALL SUCH STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. IS AVAILABLE.” The Company covenants and agrees to reissue certificates representing any of that, upon request, it will remove the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of Legend from any such securities, such holder thereof shall give written notice shares upon the earlier to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected untiloccur of: (a) either (i) in the Company has received case of Common Shares, once such shares are registered under the Securities Act; or (ii) in the case of Common Shares or Preferred Shares covered by a Legend, promptly following the Company’s receipt of an opinion of counsel reasonably satisfactory to the CompanyCompany (it being agreed that Xxxxx Xxxxx L.L.P. or Xxxxxx, Hall & Xxxxxxx LLP shall be satisfactory to the Company for this purpose) to the effect that the such shares may be publicly sold without registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Shares, the Conversion Shares, the Warrants and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR AVITAR, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above above, if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Shares, the Conversion Shares, Warrants or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Except as otherwise provided in this Section 5(b), each certificate representing the Notes and the Warrants, and, if appropriate, securities for Warrant Shares initially issued upon the exercise thereofof this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or the “blue sky” lawsSecurities Act Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (2) AN EXEMPTION FROM SUCH REGISTRATION OR RECEIPT BY EXISTS AND THE COMPANY OF A WRITTEN RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL IN FORM, SUBSTANCE AND SCOPE OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, TRANSFERREDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, UNDER TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH OR APPLICABLE STATE SECURITIES LAWSSECURITIES. The Company agrees to reissue certificates representing Warrant Shares shall not contain any of legend (including the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either Securities Act Legend): (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) while a registration statement under covering the Securities Act covering resale of such proposed disposition has been filed by the Company with the Commission and has become security is effective under the Securities Act, (ii) if such Warrant Shares are eligible for sale under Rule 144 (including upon exercise of such Warrants in accordance with Section 1(d) herein), or (iii) the Company has received other evidence reasonably satisfactory to the Company that if such registration and qualification legend is not required under applicable requirements of the Securities Act (including judicial interpretations and state securities laws are not required, pronouncements issued by the staff of the SEC). If all or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section portion of this Agreement. Whenever Warrant is exercised at a certificate representing the Warrant Shares time when there is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a an effective registration statement under the Securities Act providing for to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) then in effect)such Warrant Shares shall be issued free of any Securities Act Legend. The Company agrees that following such time as such legend is no longer required under this Section 5(b) and upon the request of the Holder, the Company shall cause its transfer agent will, no later than three (3) Trading Days following the delivery by a Holder to electronically transmit the Company of Warrant Shares issued with a Securities Act Legend deliver or cause to a Purchaser by crediting the account of be delivered to such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Holder Warrant Shares free from any Securities Act Legend. The Company (“DTC”) through will use its Deposit Withdrawal Agent Commission (“DWAC”) system (best efforts, including delivering an opinion to the extent not inconsistent Transfer Agent at its own expense, to ensure any legend (including the Securities Act Legend) is removed in accordance with any provisions of this AgreementSection 5(b).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall The Securities will be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company agrees to reissue certificates representing any of the Warrant SharesTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Provided, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to that the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Companyshall, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement any sale made under the Securities Act covering such proposed disposition has been filed by the Company with the Commission Registration Statement or Rule 144, promptly (and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of in any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder event within five (5) business days. In the case of any proposed transfer under this Section 5.1, days after receipt by the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (xof a request therefor accompanied by all reasonably required documentation) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subjectdeliver, or (zcause to be delivered, to any Investor new certificate(s) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Conversion Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing or the Warrant Shares (provided Shares, as applicable, that a registration statement under are free from all restrictive and other legends or, at the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account request of such Purchaser or Investor, via DWAC transfer to such PurchaserInvestor’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)account.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR DELCATH SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing upon the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected untiloccurrence of: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Note and the Warrants, Warrant and, if appropriate, securities issued upon the conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR IMAGING TECHNOLOGIES CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant SharesNote and the Warrant, without the legend set forth above if at such time, prior to making any transfer of any such securitiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the such Note, Warrant, Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business 10 days. In the case of any proposed transfer under this Section 5.16, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes Note and the Warrants, Warrant and, if appropriate, securities issued upon the conversion and exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ARMITEC, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant SharesNote and the Warrant, without the legend set forth above if at such time, prior to making any transfer of any such securitiesNote, Warrant, Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the such Note, Warrant, Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect theretoeffected. The Company will use its best efforts to respond to any such notice from a holder within five (5) business 10 days. In the case of any proposed transfer under this Section 5.16, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) in connection therewith, to qualify to do business in any state where it is not then qualified, (y) qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 6.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes The Common Shares and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall Warrant Shares will be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company agrees to reissue certificates representing any of the Warrant SharesTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Provided, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to that the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: shall (a) either (i) cause such legend to be promptly removed from certificates evidencing the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of Common Shares or the Warrant Shares once a registration statement covering the resale of such securities is effective under the Securities Act or if such legend is not no longer required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; applicable law and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed dispositionany sale under Rule 144, or promptly (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to and in any such notice from a holder event within five (5) business days. In the case of any proposed transfer under this Section 5.1, days after receipt by the Company will use reasonable efforts of a request therefor accompanied by all reasonably required documentation) deliver, or cause to comply with any such applicable state securities or “blue sky” lawsbe delivered, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (zInvestors new certificate(s) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Common Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing or the Warrant Shares (provided Shares, as applicable, that a registration statement under are free from all restrictive and other legends or, at the Securities Act providing for the resale request of the Warrant Shares is then in effect)an Investor, the Company shall cause its via DWAC transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such PurchaserInvestor’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)account.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR MERCHANDISE CREATIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not requiredrequired (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities ActAct (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect theretothereto (which may include an opinion of counsel provided by the Company). The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use commercially reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (provided that a registration statement under the “DTC”) Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each The certificate representing or certificates for the Notes Securities (and the Warrants, and, if appropriate, any securities issued upon in respect of or exchange for the exercise thereof, Securities) shall be stamped or otherwise imprinted with subject to a legend or legends restricting transfer under the Securities Act of 1933, as amended (the "Securities Act") and referring to restrictions on transfer herein, such legends to be substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): as follows: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ABSENCE OF SUCH REGISTRATION ACT, OR RECEIPT BY THE COMPANY OF A WRITTEN RECEIVES AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO FOR THE COMPANY STATING THAT SUCH SECURITIES MAY BE SOLDSALE, TRANSFERREDTRANSFER, ASSIGNMENT OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER THE SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH STATE SECURITIES LAWSACT. The legends set forth above shall be removed and the Company agrees shall issue a certificate without such legends to reissue certificates representing the holder of any of the Warrant SharesSecurities upon which it is stamped, without if (a) the legend set forth above if at sale of such timeSecurity is registered under the Securities Act, prior to making any transfer or (b) in connection with the resale of any such securitiesSecurity, such holder thereof shall give written notice to provides the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received with an opinion of counsel reasonably satisfactory acceptable to the Company, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the a public sale or transfer of such Security may be made without registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, or (iiic) the Company has received other evidence reasonably satisfactory Security can be sold to the Company that such registration and qualification public pursuant to Rule 144 under the Securities Act ("Rule 144") and state securities laws are not requireda registered broker-dealer provides to the Company a customary broker's Rule 144 letter, or (ivd) the such holder provides the Company with reasonable assurances that such security Security can be sold pursuant to under Rule 144 under 144(k) of the Securities Act; and (b. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) either (i) from which the Company has received legends have been removed, pursuant to an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a effective registration statement or under an exemption from the registration requirements of the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Act.

Legend. Each certificate The certificates representing the Notes and capital stock of the Warrants, and, if appropriate, securities issued upon Company held by each of the exercise thereof, Holders shall be stamped or otherwise imprinted with a legend substantially in bear the following form (in addition to any legend required by applicable state securities or “blue sky” laws): legend: "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE “SECURITIES ACT”), OR APPLICABLE LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR SUCH SALE OR TRANSFER IS EXEMPT FROM THE ABSENCE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY ACT AND ANY SIMILAR REQUIREMENTS OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH ANY APPLICABLE STATE SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER LAW. THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A WARRANTHOLDERS' AGREEMENT DATED AS OF ________________, 1998, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE SECRETARY OF THE COMPANY." If any capital stock of the Warrant SharesCompany becomes eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act, without the Company shall, upon the request of any holder of such capital stock, remove the legend set forth above if at in this Section 5(a) from the certificates evidencing the shares of such timecapital sock held by such holder. In addition, prior to making (i) in connection with any transfer Transfer of shares of any capital stock of the Company pursuant to any public offering registered under the Securities Act or pursuant to Rule 144 or Rule 144A (or any similar rule or rules then in effect promulgated under the Securities Act) if such securities, such rule is available or (ii) if the holder thereof shall give written notice of any shares of capital stock of the Company delivers to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory acceptable to the Company, to the effect Company that the no subsequent Transfer of such shares shall require registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to shall promptly upon such Transfer deliver new certificates for such shares which do not bear the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained legend set forth in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement5(a).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN UNLESS REGISTERED UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business daysTrading Days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall cause its transfer agent to electronically transmit the Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing The Company will issue one or more certificates evidencing the Notes Preferred Stock and the WarrantsWarrants in the name of the Subscriber and in such number of shares to be specified by such Subscriber prior to (or from time to time subsequent to) the applicable Closing. The Preferred Stock, and, if appropriate, securities the Warrants and any shares of Common Stock issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in will bear the following form legend (in addition to any legend required by applicable state securities or “blue sky” lawsthe "Legend"): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE ABSENCE OF SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMREQUIREMENTS. Following the effectiveness of the Registration Statement, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The the Company agrees to reissue will issue certificates representing the Securities without the Legend to any transferee other than holders who are "affiliates" of the Warrant SharesCompany (as such term is defined under the Securities Act), without the legend set forth above promptly upon request, if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion holder thereof is permitted to dispose of counsel reasonably satisfactory such Securities pursuant to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (iiRule 144(k) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iiiii) the Company has received other evidence Securities are sold to a purchaser or purchasers in a transaction exempt from registration under the Securities Act, as evidenced by an opinion of counsel to the transferor delivered and reasonably satisfactory to the Company that such or (iii) the Securities are sold to a purchaser or purchasers pursuant to an effective registration statement and qualification the prospectus delivery requirements under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)met.

Legend. Each certificate representing the Notes and the Warrants, andfor Shares, if appropriatecertificated, securities issued upon or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares shall bear substantially the exercise thereoffollowing legend: “The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, shall be stamped or otherwise imprinted with among others, of the Company’s maintenance of its qualification as a legend substantially real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the following form Amended and Restated Operating Agreement of NY Residential REIT, LLC, as may be amended from time to time (in addition to any legend required by applicable state securities or the “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTOperating Agreement”), OR APPLICABLE STATE SECURITIES LAWS(i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, AND MAY NOT BE SOLDwhichever is more restrictive) of the Outstanding Common Shares, TRANSFERREDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMwhichever is more restrictive) of the Outstanding Shares, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLDunless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), TRANSFERREDor otherwise cause the Company to fail to qualify as a REIT; and (iv) any Transfer of Shares that, OR OTHERWISE DISPOSED OFif effective, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSwould result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. The Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company agrees to reissue certificates representing and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the Warrant Shares, without the legend restrictions on transfer or ownership as set forth in (i) through (iii) above if at such timeare violated, prior the Shares in excess or in violation of the above limitations will be automatically transferred to making any transfer a Trustee of any such securitiesa Trust for the benefit of one or more Charitable Beneficiaries. In addition, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably requestredeem Shares upon the terms and conditions specified by the Manager in its sole discretion if the Manager determines that ownership or a Transfer or other event may violate the restrictions described above. Such proposed transfer and removal will not be effected until: (a) either Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, through (iii) above may be void ab initio. All capitalized terms in this legend have the Company has received other evidence reasonably satisfactory meanings defined in the Operating Agreement, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to Manager at the Company’s principal office.” Instead of the foregoing legend, to the effect certificate or written statement of information delivered in lieu of a certificate, if any, may state that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The furnish a full statement about certain restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued transferability to a Purchaser Member on request and without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)charge.

Legend. Each certificate representing the Notes Preferred Shares and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company shall may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Warrant SharesSecurities, without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares Securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares Securities is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares Securities, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares Securities to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing Until the Notes termination of this Agreement in accordance with Section 11 hereof, the Borrower and each Subordinating Creditor will cause to be clearly, conspicuously and prominently inserted on the face of each Subordinated Agreement, and any other negotiable Subordinated Agreement (if any) or such other notice reasonably acceptable to the Agent, as well as any renews or replacements thereof, the following legend in substantially the form hereof: "This instrument and the Warrantsrights and obligations evidenced hereby, and, if appropriate, securities issued upon and other obligations incurred or arising under or evidenced by this instrument and the exercise thereof, shall be stamped or otherwise imprinted rights and obligations evidenced hereby with a legend substantially respect to such obligations are subordinate and unsecured in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal to the extent set forth in that certain Subordination Agreement (as the Company same may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory amended or otherwise modified from time to time pursuant to the Companyterms thereof, the "Subordination Agreement"), dated as of April __, 2005 among S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila ("SAC"), and certain other holders of indebtedness identified on the signature pages thereto, THE WET SEAL, INC., a Delaware corporation, (the "Lead Borrower"), and FLEET RETAIL GROUP, INC., acting as agent, to the effect indebtedness owed by the Companies (as defined below) pursuant to that certain Credit Agreement dated as of September 22, 2004 (the registration "First Lien Credit Agreement") among the Lead Borrower, THE WET SEAL RETAIL, INC., a Delaware corporation ("Wet Seal Retail"), WET SEAL CATALOG, INC., a Delaware corporation (collectively, with Wet Seal Retail and the Lead Borrower, the "Companies"), WET SEAL GC, INC., a Virginia corporation, and FLEET RETAIL GROUP, INC. (as "Agent"), Back Bay Capital Funding, LLC, as Term Lender, the lenders from time to time party thereto and Fleet National Bank, as Issuing Lender, and certain guarantees of the Warrant Shares indebtedness evidenced thereby, as such First Lien Credit Agreement and such guarantees have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time as permitted under the Securities Act is not required in connection with such proposed transferSubordination Agreement; and each holder of this instrument, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by its acceptance hereof, irrevocably agrees to be bound by the Company with provisions of the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory Subordination Agreement applicable to the Company that "Subordinating Creditors" (as such registration and qualification under term is defined in the Securities Act and state securities laws are not requiredSubordination Agreement), or (iv) the as if such holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or were a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state Subordinating Creditor for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale all purposes of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Subordination Agreement)."

Legend. Each certificate Such Purchaser understands that the certificates representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with Securities will bear at issuance a restrictive legend in substantially in the following form (in addition to any legend required form: “The securities represented by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will this certificate have not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares been registered under the Securities Act is of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not required in connection with such proposed transfer, (ii) be offered or sold unless a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has applicable state securities laws shall have become effective under the Securities Actwith regard thereto, (iii) the Company has received other evidence reasonably satisfactory to the Company that such or an exemption from registration and qualification under the Securities Act and applicable state securities laws is available in connection with such offer or sale. Such securities are not required, or issued subject to the provisions of (ivi) the holder provides Certificate of Designation relating to the Series A-1 Convertible Preferred Stock of Toreador Resources Corporation (the “Company”), (ii) a Securities Purchase Agreement by and among the Company with reasonable assurances that and the Purchasers signatory thereto (collectively, the “Purchasers”) and (iii) a Registration Rights Agreement by and among the Company and the Purchasers.” Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of any of the Securities is registered pursuant to an effective registration statement, (B) such security Securities can be sold pursuant to Rule 144 under the Securities Act; Act (“Rule 144”) and (b) either (i) a registered broker dealer provides to the Company has received an opinion of counsel reasonably satisfactory a customary broker’s Rule 144 letter and such Purchaser delivers to the Company, to the effect that registration or qualification under the securities or “blue sky” laws Company a customary seller’s representation letter and a copy of any state is not Form 144 which may have been required in connection with to be filed by such proposed dispositionHolder pursuant to Rule 144, or (iiC) compliance with applicable state securities such Securities are eligible for resale under Rule 144(k), such Securities shall be issued without any legend or “blue sky” laws has been effected or a valid exemption exists other restrictive language and, with respect thereto. The Company will respond to any Securities upon which such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it legend is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect)stamped, the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of issue new certificates without such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (legend to the extent not inconsistent with any provisions of this Agreement)holder upon request.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR FIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) the Company has notified such holder that either (i) in the Company has received an opinion of counsel reasonably satisfactory to the CompanyCompany counsel, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, ; or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either the Company has notified such holder that either: (i) in the Company has received an opinion of counsel reasonably satisfactory to Company counsel, the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect theretoeffected. The Company will respond to any such notice from a holder within five (5) business daysBusiness Days. In the case of any proposed transfer under this Section 5.15, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each Unless otherwise provided below, each certificate ------ representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Put Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” lawsthe "Legend"): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ECONNECT, INC. The (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. As soon as practicable after the execution and delivery hereof, the Company agrees shall issue to reissue the transfer agent instructions in substantially the form of Exhibit B hereto. Such instructions shall be irrevocable by the Company from and after the date thereof or from and after the issuance thereof. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent to issue to the Investor, at the Investor's option, via the Deposit Withdrawal Agent Commission system ("DWAC") or in the form of ---- certificates representing any evidencing the Put Shares incident to a Put and issued on a Put Closing Date, free of the Warrant SharesLegend, without consultation by the legend set forth above if at such time, prior to making transfer agent with the Company or its counsel and without the need for any transfer of any such securities, such holder thereof shall give written notice further advice or instruction or documentation to the Company describing the manner and terms of such transfer and removal as agent by or from the Company may reasonably request. Such proposed transfer and removal will not be effected until: or its counsel or the Investor; provided, that (a) either the Registration Statement shall then be effective, (ib) the Investor confirms to the transfer agent and the Company that it has received or intends to sell such Put Shares to a third party that is not an opinion affiliate of counsel the Investor or the Company and the Investor agrees to redeliver the certificate representing such Put Shares to the transfer agent to add the Legend in the event the Put Shares are not sold, and (c) if reasonably satisfactory to requested by the transfer agent or the Company, the Investor confirms to the effect transfer agent and the Company that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition Investor has been filed by the Company complied with the Commission and has become effective prospectus delivery requirement under the Securities Act. At any time after the Effective Date, (iii) upon surrender of one or more certificates evidencing Common Stock that bear the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the CompanyLegend, to the effect that registration or qualification under extent accompanied by a notice requesting the securities or “blue sky” laws issuance of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond new certificates free of the Legend to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1replace those surrendered, the Company will use reasonable efforts to comply with any transfer agent shall reissue such applicable state securities shares of Common Stock via DWAC or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale free of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Legend.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesConversion Shares or the Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Conversion Shares (provided that a registration statement under the Securities Act providing for the resale of or the Warrant Shares Shares, provided the Company's transfer agent is then participating in effect)the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, andSuch Nominee acknowledges that each OP Unit Certificate, if appropriateany, issued pursuant to the Contribution Agreement (and any certificates representing REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed), unless registered in accordance with applicable U.S. securities issued upon the exercise thereoflaws, shall be stamped or otherwise imprinted with a legend substantially in bear the following form (in addition to any legend required by applicable state legend: The securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF evidenced hereby have not been registered under the Securities Act of 1933, AS AMENDED as amended (THE the “SECURITIES ACTAct”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer securities laws of any state and may not be sold, transferred or otherwise disposed of in the absence of such securitiesregistration, such holder thereof shall give written notice unless, except in limited circumstances, the transferor delivers to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received company an opinion of counsel reasonably satisfactory to the Companycompany, to the effect that the proposed sale, transfer or other disposition may be effected without registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue skyBlue Sky” laws; Such Nominee acknowledges that, but in addition to the foregoing legend, each Share Certificate, if any, issued pursuant to the Contribution Agreement (and any certificates representing REIT Shares for which the OP Units may, in certain circumstances, be exchanged) shall also bear a legend that generally provides the following: The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in no event be requiredthe Corporation’s Charter, (xi) no Person may Beneficially or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8% (in value or number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of 9.8% of the value of the total outstanding shares of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to do business Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any state where it is not then qualified, (y) to take any action that would subject it to tax or to of the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained or ownership set forth in (i) through (iii) above are violated, the shares of Capital Stock represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may take other actions, including redeeming shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this Section 5.1 shall legend have the meanings defined in the Charter of the Corporation, as the same may be in addition toamended from time to time, and not by way a copy of limitation ofwhich, any other including the restrictions on transfer contained in any other section and ownership, will be furnished to each holder of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale Capital Stock of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to Corporation on request and without charge. Requests for such a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (copy may be directed to the extent not inconsistent with any provisions Secretary of this Agreement)the Corporation at its Principal Office.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR SILVER STAR ENERGY, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesConversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five three (53) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “"blue sky” " laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall The Securities will be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE (THE “SECURITIES”) HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company agrees to reissue certificates representing any of the Warrant SharesTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Provided, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to that the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required shall in connection with such proposed transfer, (ii) a registration statement any sale under the Securities Act covering such proposed disposition has been filed by the Company with the Commission Initial Registration Statement or Rule 144, promptly (and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of in any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder event within five (5) business days. In the case of any proposed transfer under this Section 5.1, Business Days after receipt by the Company will use reasonable efforts of a request therefor accompanied by all reasonably required documentation) deliver, or cause to comply with any such applicable state securities or “blue sky” lawsbe delivered, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service Investor either new certificate(s) or book-entry shares representing the Securities that are free from all restrictive and other legends or, at the request of process in any state where it is not then subjectthe Investor, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable via DWAC transfer to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such PurchaserInvestor’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)account.

Legend. Each certificate representing The Investor agrees that the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall be stamped or otherwise imprinted with will bear a legend substantially in to the following form (in addition to any legend required by applicable state securities or effect: “blue sky” laws): THIS NOTE AND THE SECURITIES REPRESENTED BY ISSUEABLE UPON CONVERSION OF THIS CERTIFICATE (THE “SECURITIES”) NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN THE ABSENCE OF EFFECT UNDER SUCH REGISTRATION ACT AND APPLICABLE STATE SECURITIES LAWS OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY PURSUANT TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 21, 2008, BETWEEN THE ISSUER OF THIS NOTE AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES ACT AND SUCH STATE SECURITIES LAWSREPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. The Company agrees to reissue certificates representing any of ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.” In the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either event that (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Notes or any Shares become registered under the Securities Act is not required in connection with such proposed transfer, or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company Shares are eligible to be transferred without restriction in accordance with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (subject to the extent receipt of any evidence reasonably required by the Company) issue new certificates or other instruments representing such Note or Shares, which shall not inconsistent with any provisions contain such portion of this Agreement)the above legend that is no longer applicable; provided that the Investor surrenders to the Company the previously issued certificates or other instruments.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR ROO GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securitiesShares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become and remains effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “"blue sky” " laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “"blue sky” " laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “"blue sky” " laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, or (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares Shares, provided the Company's transfer agent is participating in the Depository Trust Company (provided that a registration statement under the "DTC") Fast Automated Securities Act providing for the resale of the Warrant Shares is then in effect)Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s 's Prime Broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Any Disposition of Equity Securities by any Investor shall also be subject to the terms and conditions of this Section 3.01(c). Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Equity Securities beneficially owned by any Investor shall be stamped or otherwise imprinted with a legend substantially in the following form until such time (in addition subject to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”the provisions of the final sentence of this Section 3.01(c)) as all restrictions on the Disposition of such Equity Securities hereunder are terminated: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THEY ARE REGISTERED OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER UNLESS AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE SECURITIES ACT PROVISIONS OF ARTICLE III OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF _____ __, 1999, BY AND SUCH STATE SECURITIES LAWSAMONG VERTEX INDUSTRIES, INC., A NEW JERSEY CORPORATION, EDWARDSTONE & COMPANY, INCORPORATED, A DELAWARE CORPORATION, AND MIDMARK CAPITAL, L.P., A DELAWARE LIMITED PARTNERSHIP, COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY." The Company shall not (i) give effect on its books to an attempted Disposition of any Equity Securities which shall have been Disposed of in violation of any provision of this Stockholders Agreement, or (ii) treat any transferee who obtains any Equity Securities in violation of any provision of this Stockholders Agreement as the owner of such Equity Securities or accord any transferee thereof the right to vote or to receive dividends in respect of such Equity Securities. The Company agrees will issue new certificates not imprinted with the foregoing legend to reissue certificates representing any holder of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice Equity Securities not subject to the Company describing the manner and terms of such transfer and removal as restrictions on Disposition contained in this Stockholders Agreement; provided, that the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received require an opinion of counsel reasonably satisfactory to the Company, it to the effect that the registration of the Warrant Shares under the Securities Act no legend is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Laws.

Legend. Each In addition to any legend required by any other agreement, each certificate representing the Notes evidencing Stockholder Shares and the Warrants, and, if appropriate, securities each certificate issued in exchange for or upon the exercise thereof, transfer of any Stockholder Shares (if such shares remain Stockholder Shares as defined herein after such transfer) shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) WERE ORIGINALLY ISSUED ON __________, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORMPLEDGED, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS. THE TRANSFER OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF MAY 15, 2003, BY AND AMONG THE ISSUER OF SUCH STATE SECURITIES LAWS(THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." The Company shall imprint such legend on certificates evidencing Stockholder Shares outstanding prior to the date hereof. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, removed from the certificates evidencing any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required shares which cease to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Stockholder Shares.

Legend. Each certificate representing The Purchaser understands that the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, shall Shares may be stamped or otherwise imprinted notated with a legend substantially in the following form (in addition to legend together with any other legend required by the securities laws of any state to the extent such laws are applicable state securities to the Shares represented by the certificate, instrument, or book entry so legended: “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND (THE “A) THESE SECURITIES ACT”)HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR APPLICABLE STATE IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF OR (B) THE HOLDER OF THESE SECURITIES LAWSIS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE U.S. SECURITIES ACT OF 1933. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, AND MAY NOT BE SOLDIN A FORM SATISFACTORY TO ACM RESEARCH, TRANSFERREDINC., OR OTHERWISE DISPOSED OF IN THE ABSENCE OF THAT SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE U.S. SECURITIES ACT AND SUCH STATE SECURITIES LAWS. OF 1933.” The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice Purchaser consents to the Company describing making a notation in its records and giving instructions to any transfer agent of the manner Class A Shares in order to implement the restrictions on transfer set forth in this Agreement. The foregoing legend shall be removed from the certificate, instrument or book entry evidencing the Shares and terms of such transfer and removal as the Company may reasonably request. Such proposed shall, or shall cause its transfer and removal will not be effected untilagent to, issue, no later than three Business Days after receipt of a request from the Purchaser, a certificate or certificates evidencing all or a portion of the Shares, as requested by the Purchaser, without such legend if: (a) either (i) the Company has received Shares have been resold under an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a effective registration statement under the Securities Act covering such proposed disposition has Act, (ii) the Shares have been filed by the Company transferred in compliance with the Commission and has become effective Rule 144 under the Securities Act, (iii) all of the Company has received other evidence reasonably satisfactory Shares are eligible for resale pursuant to the Company that such registration and qualification under the Securities Act and state securities laws are not requiredRule 144 without restriction, or (iv) the holder provides Purchaser shall have provided the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory acceptable to the Company, to in form and substance, stating that the effect that Shares may lawfully be transferred without registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for and that the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of foregoing legend may be removed following such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)transfer.

Legend. Each certificate representing The Preferred Stock (unless registered under the Notes and the Warrants, and, if appropriate, securities issued upon the exercise thereof, Act) shall be stamped or otherwise imprinted with a legend in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), . THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR APPLICABLE STATE SECURITIES LAWSRESALE, AND MAY NOT BE SOLD, TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT, OR OTHERWISE DISPOSED OF IN PURSUANT TO RULE 144 UNDER THE ABSENCE OF SUCH REGISTRATION ACT OR RECEIPT BY THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT (EXCEPT THAT AN OPINION SHALL NOT BE REQUIRED WITH RESPECT TO A TRANSFER WITHOUT CONSIDERATION TO AN AFFILIATE). THESE SECURITIES MAY BE SOLDHAVE NOT BEEN QUALIFIED UNDER THE LAWS OF ANY STATE, TRANSFERREDINCLUDING THE DEPARTMENT OF CORPORATIONS OF THE STATE OF CALIFORNIA, OR OTHERWISE DISPOSED OF, UNDER THE STATE AGENCIES OF DELAWARE. IN THE ABSENCE OF AN EXEMPTION FROM REGISTRATION QUALIFICATION REQUIREMENT(S) UNDER APPLICABLE LAW, THE ISSUANCE OF SUCH SECURITIES ACT AND OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH STATE SECURITIES LAWSPRIOR TO SUCH QUALIFICATION IS UNLAWFUL. The Notwithstanding the foregoing, if the Preferred Stock has been held for one year from the later of the date of issuance by the Company or the date such Preferred Stock was acquired from an “affiliate” of the Company (including periods of tacking, if any) and Warrantholder is not an “affiliate” of the Company (“affiliate” in each case, as defined in Rule 144 promulgated under the Act), then the Company hereby agrees to reissue certificates representing any of the Warrant Shares, Shares without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give promptly following the date it receives written notice to the Company describing the manner from Warrantholder requesting such removal and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)reissuance.

Legend. Each certificate representing the Notes and the Warrants, and, if appropriate, securities issued upon the exercise conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “"blue sky” " laws): THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “"SECURITIES”") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR APPLICABLE ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUCH UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR SATCON TECHNOLOGY CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to reissue certificates representing any of the Warrant Shares, Securities without the legend set forth above if at such time, prior to making any transfer of any such securitiesSecurities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer , and removal will not be effected until: (a) either (ix) the Company has received an opinion of counsel reasonably satisfactory to Notes, the CompanyConversion Shares, to the effect that the registration of Warrants and the Warrant Shares have been registered for sale under the Securities Act and the holder is not required in connection selling such Securities and is complying with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective its prospectus delivery requirement under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (ivy) the holder provides is selling such Securities in compliance with the Company with reasonable assurances that such security can be sold pursuant to provisions of Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)paragraph (k) of Rule 144 apply to such Securities.

Legend. Each certificate representing The Buyer understands that the Notes Debentures and the Warrants, ------ and, until such time as the Stock, the Conversion Shares, the Interest Shares (if appropriateany), securities issued upon the exercise thereofWarrant Shares (collectively, the "Registrable Securities") and the Sigma Stock, have been registered under the 1933 Act as contemplated by the Registration Rights Agreement (other than the Sigma Stock, which will not be included in rights offered under the Registration Rights Agreement, but shall be stamped contain registration rights as described in Section 3(p) below) or otherwise imprinted with may be sold by the Buyer pursuant to Rule 144 (as amended, or any applicable rule which operates to replace said Rule) promulgated under the 1933 Act ("Rule 144"), the stock certificates representing the Registrable Securities and the Sigma Stock shall bear a restrictive legend (the "Legend") in substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” lawsand a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS, "). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF ASSIGNED IN THE ABSENCE OF SUCH EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR RECEIPT BY THE COMPANY OF A WRITTEN (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Legend shall be removed and the Company agrees shall issue certificates without the Legend to reissue certificates representing any the holder of the Warrant Sharesapplicable Debentures, without Warrants or any Registrable Securities upon which the legend set forth above if at such timeLegend is stamped, prior if, unless otherwise required by state securities laws, (a) the Registrable Securities or the Sigma Stock are sold pursuant to making any transfer and in accordance with the registration of any such securitiessame under the 1933 Act, or (b) in connection with a sale transaction, such holder thereof shall give written notice to provides the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel in form, substance and scope reasonably satisfactory acceptable to the Company, to the effect that the registration a public sale, assignment or transfer of the Warrant Shares Debentures, the Warrants, the Sigma Stock or such Registrable Securities may be made without registration under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities 1933 Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (ivc) the such holder provides the Company with reasonable assurances an opinion of counsel in form, substance and scope reasonably acceptable to the Company that the Debentures, the Warrants, the Sigma Stock or such security can Registrable Securities will be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory without any restriction as to the Company, to the effect number of securities acquired as of a particular date that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event can then be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect), the Company shall cause its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)immediately sold.

Legend. Each certificate representing the Notes and the Warrants, andShare Certificate, if appropriateany, issued pursuant to this Agreement, unless registered in accordance with applicable U.S. securities issued upon the exercise thereoflaws, shall bear the following legend: The securities evidenced hereby have not been registered under the Act, or the securities laws of any state and may not be stamped sold, transferred or otherwise imprinted with a legend substantially disposed of in the following form (absence of such registration, unless, except in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933limited circumstances, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. The Company agrees to reissue certificates representing any of the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice transferor delivers to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received company an opinion of counsel reasonably satisfactory to the Companycompany, to the effect that the proposed sale, transfer or other disposition may be effected without registration of the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue skyBlue Sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business dayslaws. In addition to the case foregoing legend, each certificate representing the Common Shares shall also bear a legend which generally provides the following: The Shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer. Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be requiredTrust, (xi) no Person may Beneficially Own or Constructively Own Common Shares of the Trust in excess of 9.8% (in value or number of Shares, whichever is more restrictive) of the outstanding Common Shares of the Trust; (ii) no Person may Beneficially Own or Constructively Own Preferred Shares of the Trust in excess of 9.8% (in value or number of Shares, whichever is more restrictive) of the total outstanding Preferred Shares of the Trust of such class or series (iii) no Person may Beneficially Own or Constructively Own Shares of the Trust that would result in the Trust being “closely held” under Section 856(h) of the Code or otherwise cause the Trust to fail to qualify to do business in any state where it is not then qualified, as a REIT; (yiv) to take any action no Person may Beneficially Own or Constructively Own Shares of the Trust that would subject it result in the Trust owning (directly or indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Trust (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant for the taxable year of the Trust during which such determination is being made would reasonably be expected to tax equal or to exceed the general service lesser of process in any state where it is not then subject(a) one percent (1%) of the Trust’s gross income (as determined for purposes of Section 856(c) of the Code), or (zb) an amount that would cause the Trust to comply with state securities fail to satisfy any of the gross income requirements of Section 856(c) of the Code; and (v) no Person may Transfer Shares of the Trust if such Transfer would result in Shares of the Trust being owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any Person who Beneficially Owns or “blue sky” laws Constructively Owns, Transfers or attempts to Beneficially Own or Constructively Own Shares of the Trust which causes or will cause a Person to Beneficially Own or Constructively Own Shares of the Trust in excess or in violation of the above limitations must immediately notify the Trust. If certain of the restrictions on Transfer or ownership above are violated, the Shares of the Trust represented hereby will be automatically Transferred to a Charitable Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Trust may take other actions, including redeeming Shares upon the terms and conditions specified by the Board of Trustees in its sole and absolute discretion if the Board of Trustees determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. A Person who attempts to Beneficially Own or Constructively Own Shares in violation of the ownership limitations described above shall have no claim, cause of action or any state recourse whatsoever against a transferor of such Shares. All capitalized terms in this legend have the meanings defined in the Declaration of Trust of the Trust, as the same may be amended from time to time, a copy of which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares of the Trust on request and without charge. Requests for which registration by coordination is unavailable such a copy may be directed to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale Secretary of the Warrant Shares is then in effect), the Company shall cause Trust at its transfer agent to electronically transmit the Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s Prime Broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement)Principal Office.