Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as the Shares issued upon the conversion of (a) Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. Each certificate for Warrant Stock issuable hereunder shall bear a legend as follows until such securities have been sold pursuant to an effective registration statement under the Securities Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE "THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDSTATE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR (2) TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection ." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a transfer of Shares issued upon legend in substantially the exercise of this Warrant in reliance on Rule 144 promulgated under the Actfollowing form: "THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the ActAS AMENDED, includingAND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateTHE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT."

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Equity Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an affiliate during the preceding three months, (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the legend at such time as the holder becomes an affiliate of Licensee or otherwise ceases to satisfy the Company (requirements of Rule 144(k) as defined then in Rule 144 promulgated under effect. [***] Certain information in this document has been omitted and filed separately with the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory and Exchange Commission. Confidential treatment has been requested with respect to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateomitted portions.

Restrictive Legend. Until The Holder understands that this Warrant shall bear a restrictive legend in substantially the form set forth on the first page of this Warrant (and a stop-transfer order may be placed against transfer of such securities). The Holder further understands that until such time as the Exercise Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the ActSecurities Act as contemplated by the Investor Rights Agreement, or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE”, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF MARCH 31, 2017 ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF MARCH 31, 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Investor agrees to the number of securities imprinting, so long as is required by this Section 6, of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.2 and the related notation in the Company’s register of members shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares issued upon or issue to such holder by electronic delivery at the exercise of this Warrant in reliance on Rule 144 promulgated applicable balance account at The Depository Trust Company, if (i) the Shares are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such customary certifications and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR (2) RULE 144 UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF” SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACTMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. “THE SALE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND TRANSFER OR ASSIGNMENT OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 3, 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Buyer acknowledges and agrees that, until such time as the relevant Conversion Shares issued upon the conversion of this Warrant have been registered under the 1933 Act and may be sold pursuant to in accordance with an effective registration statement under the Actstatement, or until such Conversion Shares issued upon can otherwise be sold without restriction, whichever is earlier, the exercise certificates and other instruments representing any of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Purchased Securities shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of any such Securities): THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONCERTAIN STATES. THE THESE SECURITIES MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateREPRESENTED HEREBY.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Purchasers agree to the number of securities imprinting, so long as is required by this Section 6.1(b), of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following formform on any certificate evidencing Securities: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT HAVE NOT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAS 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 THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. Certificates evidencing Conversion Shares shall not be required to contain such legend or any other legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations: (i) while a transfer of Shares issued upon Registration Statement covering the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt resale of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Conversion Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an is effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act); provided, that the Company’s counsel shall have delivered a legal opinion relating to the removal of legends upon a sale or transfer of such Conversion Shares, or (Cii) no longer require following any sale of such restrictive legend on SharesConversion Shares pursuant to Rule 144, as set forth in an opinion of counsel reasonably satisfactory to the Companyor (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if the restrictive such legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendSEC). The Company shall cooperate take all actions, including, but not limited to, causing its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Registration Effective Date and to deliver any required legal opinions with the Holder respect to effect the removal of legends upon the sale or transfer of Conversion Shares, that are necessary to issue Conversion Shares that are freely tradable on the Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Purchasers. Following the Registration Effective Date or at such legend from Shares at any earlier time such as a legend is no longer appropriaterequired for certain Securities, the Company will no later than five (5) Trading Days following the delivery by a Purchaser to the Company of a legended certificate representing such Securities, use its reasonable best efforts to deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Restrictive Legend. Until Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFITS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 5, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2018, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until The Holder understands that, until such time as the Shares issued upon the conversion of this Warrant and the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such shares): “THE SECURITIES EVIDENCED BY OFFER AND SALE OF THIS WARRANT SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY: (1A) TO THE COMPANY, ITS PARENT OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (C), (D) OR (E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” “THIS WARRANT HAS NOT BEEN AND WILL NOT BE LODGED OR REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS WARRANT AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THIS WARRANT MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THIS WARRANT BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE (THE “SFA”), (II) TO A RELEVANT PERSON PURSUANT TO SECTION 275(1), OR ANY PERSON PURSUANT TO SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA, OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA, IN EACH CASE IN ACCORDANCE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND CONDITIONS SET FORTH IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONSFA, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION INCLUDING APPLICABLE RESALE OR TRANSFER RESTRICTIONS UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateSFA.”

Restrictive Legend. Until such Each Holder acknowledges and agrees that to the extent that at the time as the Shares issued upon the conversion of this Warrant have been sold pursuant to issuance any Registrable Securities are not covered by an effective registration statement under the ActRegistration Statement, any stock certificate or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without book-entry security entitlement evidencing any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear such Registrable Securities shall contain a legend in substantially the following formform set forth below: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT OR ASSIGNED (1I) PURSUANT TO IN THE ABSENCE OF (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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 OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, ACT AND IN THE CASE OF ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR SUCH OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. This legend shall be removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver holder thereof to the Company of a broker representation letter providing written request to that effect, if at the time of such written request (a) a registration statement under the Securities Act is at that time in effect with respect to the Company any information legended security or (b) the Company reasonably deems necessary to determine that such sale is made legended security can be transferred in a transaction in compliance with Rule 144 promulgated under 144, and, in the Actcase of clause (b), includingupon the request and in the reasonable discretion of the Company’s transfer agent, as may be appropriate, the holder of such Registrable Securities executes and delivers a certification representation letter that includes customary representations regarding the holding requirements and whether such Holder holder is an “affiliate” for purposes of Rule 144. The Company represents and warrants to the Investors that the Company is not an affiliate of the Company currently a shell company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 405 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as Purchaser acknowledges and agrees that each certificate representing the Shares issued and any shares of Common Stock issuable upon conversion thereof will (unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any additional legend required under applicable state securities laws): "THE SECURITIES SHARES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. (COLLECTIVELY, THE "SECURITIES LAWS") AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SUCH SECURITIES LAWS AND COVERING SUCH SECURITIES OR THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY ISSUER, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER THE REQUIREMENTS OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS." (i) at any time while a registration statement is effective under the Securities Act covering such security, (ii) if in the written opinion of counsel to Seller experienced in the area of United States securities laws (the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions), such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) or (iii) if such Securities may be sold pursuant to Rule 144(k). In connection Seller agrees that it will provide Purchaser, upon request, with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actcertificate or certificates representing such Securities, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of free from such legend from Shares. At at such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriaterequired hereunder. If such certificate or certificates had previously been issued with such a legend or any other legend, Seller shall, upon request, receive such certificate or certificates free of any legend. Seller may not make any notation on its records or give instruction to any transfer agent of Seller which enlarge the restrictions set forth above.

Restrictive Legend. Until such time (a) The Warrant Shares to be issued upon exercise of the Warrants have not been registered under the Securities Act or any state securities laws. Accordingly, the Warrant Shares may not be offered, sold or otherwise transferred in the United States (as defined by Regulation S under the Securities Act) or to or for the account or benefit of a U.S. Person (as defined by Regulation S under the Securities Act) or a person in the United States, unless registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. As such, each Warrant Certificate issued to a Holder shall be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. In addition, except as otherwise provided in Section 6(c) hereof, any certificates representing any Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Warrants shall be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONOF THE UNITED STATES. THE THESE SECURITIES MAY NOT BE OFFEREDOFFERED FOR RESALE, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE 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 AND ALL APPLICABLE STATE SECURITIES LAWS AND LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND MAY NOT BE CONDUCTED UNLESS IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER COMPLIANCE WITH THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of ACT. (b) Any certificates representing any Warrant Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver Warrants prior to the Company date that is four months and one day following the issuance date of the Warrants shall be stamped or otherwise imprinted with a broker representation letter providing legend in substantially the following form: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 1, 2013. (c) The legend requirements of Section 6(a) shall terminate as to any particular Warrant Share: (i) following the disposition of such Warrant Share pursuant to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), Resale Registration Statement; or (Cii) no longer require such restrictive legend on Shares, as set forth in when the Corporation shall have received an opinion of counsel reasonably satisfactory to it that such Warrant Share may be sold to the Companypublic without registration thereof under the Securities Act. (d) Whenever the legend requirements imposed by this Section 6 shall terminate as to any Warrant Share, if as hereinabove provided, the Holder hereof shall be entitled to receive from the Corporation, at the Corporation's expense, a new certificate representing such Warrant Shares and not bearing the restrictive legend is still legends set forth in placeSection 6(a) or Section 6(b), the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateas applicable.

Restrictive Legend. Until Each Lender understands that the Conversion Shares (including book-entry notations) shall bear a restrictive legend in the form set forth in the Certificate of Designations (and a stop-transfer order will be placed against Transfer of the certificates for such securities), subject to clause (B) below. In addition, each Lender understands that until such time as the Shares issued shares of Common Stock issuable upon the conversion of this Warrant the Conversion Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act, in each case without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise all certificates or other instruments (including book-entry notations) representing any such shares of this Warrant will Common Stock shall bear a restrictive legend substantially in substantially the following form: form set forth below (and a stop-transfer order shall be placed against Transfer of the certificates for such shares). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR OTHER JURISDICTION. THE SECURITIES PARTICIPATION HEREIN MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, PLEDGED TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS AND PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) AN APPLICABLE 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 AND APPLICABLE STATE SECURITIES LAWS LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE SECURITIES LAWS TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF OTHER JURISDICTIONSREASONABLE AND CUSTOMARY CERTIFICATIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OPINIONS OF COUNSEL AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateEACH OF THEM.

Restrictive Legend. Until such time as This Warrant and the Shares have not been registered under the Securities Act of 1933, as amended, (the "Securities Act") and the Warrants have been and the Shares, upon exercise of the Warrants, will be issued pursuant to exemptions from the registration requirements of the Securities Act. Neither this Warrant nor any of the Shares or any other security issued or issuable upon the conversion exercise of this Warrant have been sold pursuant to may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an exemption from the registration requirements of the Securities Act. Each certificate for the Warrant, the Shares and any other security issued or Shares issued issuable upon the exercise of this Warrant are eligible shall contain a legend on the face thereof, in form and substance satisfactory to counsel for resale pursuant to Rule 144 promulgated the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant constitutes and the Shares upon issuance will constitute “restricted securities” under the Act without any restriction as to Securities Act. The holder acknowledges and agrees that all certificates representing the number of securities as of a particular date that can then Shares will be immediately sold, each certificate issued endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE SECURITIES LAWS PROVISIONS OF ANY STATE REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR OTHER JURISDICTIONPURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER CONDUCTED UNLESS IN COMPLIANCE WITH 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.”

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 7, 2012, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate Affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an Affiliate during the preceding three months, an affiliate (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the Company (legend at such time as defined the holder becomes an Affiliate of Licensee or otherwise ceases to satisfy the requirements of Rule 144(k) as then in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateeffect.

Restrictive Legend. Until The Holder understands that until such time as the Shares issued upon the conversion of this Warrant and the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 10, 2007, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND A CERTAIN HOLDER OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Reg Rights Side Letter or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: THE form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED EXCEPT (1) PURSUANT TO 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 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONSACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INCLUDING PURSUANT TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL SEC INTERPRETATION OR GUIDANCE. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 24, 2014, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that until such time as the Shares issued upon the conversion of this Warrant and the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF _______, 2007, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND A CERTAIN HOLDER OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that, until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such shares): “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2021, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until such time as (a) The certificates representing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon ACT.” (b) The certificates representing the exercise of this Warrant in reliance on Rule 144 promulgated under the ActShares, the Holder or its broker when issued, shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 bear the restrictive legend on set forth in Section 7.3(a): (i) following a sale of such Shares pursuant to a registration statement covering the resale of such Shares, and the Company shall bear all costs associated with the removal of while such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement is effective under the Securities Act, (Bii) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate following any sale of the Company (as defined in such Shares pursuant to Rule 144 promulgated under the Securities ActAct (“Rule 144”), (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions or (Civ) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission). The Company agrees that at such time as the restrictive legend set forth in Section 7.3(a) is no longer required under this section, the Company will (x) no longer require later than five (5) business days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Shares issued with such restrictive legend, deliver or cause to be delivered to the Investor a certificate representing such Shares that is free from such restrictive legend, and (y), in the event that such shares are uncertificated, no later than five (5) business days following the delivery of a written request by the Investor to the Company to remove such restrictive legend, remove, or cause to be removed, any such restrictive legend in the Company’s stock records. The Company may not make any notation on Shares, as its records or give instructions to the Company’s transfer agent that enlarge the restrictions on transfer set forth in an opinion of counsel reasonably satisfactory to the CompanySections 6.2, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, 7.3(a) and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate7.4.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 13, 2013, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as The Purchaser understands that any certificates or book entries evidencing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will may bear a legend in substantially the following formor substantially similar legends, reflecting the restricted nature of the Shares which the Purchaser has agreed in the Transaction Documents: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SAID ACT, IN EACH CASE IN ACCORDANCE WITH ALL (II) SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OF SAID ACT, (III) PURSUANT TO ANOTHER APPLICABLE STATE SECURITIES LAWS AND EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONSSAID ACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR (IV) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER SAID ACT IS PROVIDED TO THE COMPANY. THE SECURITIES ACT REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH OTHER APPLICABLE LAWSSECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to Purchaser may request that the Company a broker representation letter providing to the Company remove any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At the book-entry position evidencing the Shares following the earliest of such time as such Shares issued upon the conversion of this Warrant (Ai) have been or are about to be sold or transferred pursuant to an effective registration statement under the Securities Act, (Bii) have been held by or are about to be sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the Holder requirement for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined to be in compliance with the current public information requirement under Rule 144 promulgated and without volume or manner of sale restrictions applicable to the sale or transfer of such Shares or eligible for resale pursuant to an effective registration statement under the Securities Act), or (C) . If restrictive legends are no longer require required for such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory Shares pursuant to the Companyforegoing, if the Company shall, within two (2) Business Days of any request therefor from Purchaser, deliver to the Transfer Agent, in the case of a request pursuant to clause (i) or clause (ii) of the foregoing sentence, irrevocable instructions that the transfer agent shall make a new, un-legended entry for such book-entry shares or, in the case of a request pursuant to clause (iii) of the foregoing sentence, instructions enabling Purchaser to remove the restrictive legend is still from such shares in place, the Company agrees, connection with any sale thereof upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendPurchaser’s request. The Company shall cooperate be responsible for the fees of its Transfer Agent, all DTC fees associated with such issuance, and the Holder to effect the removal cost of such legend from Shares at any time such legend is no longer appropriateopinion of counsel related thereto.

Restrictive Legend. Until such time as Each certificate or other instrument representing (i) the Shares Securities and (ii) any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the conversion “Restricted Securities”), shall (unless otherwise permitted by the provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, section) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in required under applicable state or provincial securities laws and legends substantially the following formas follow: THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SECURITIES ACT, IN EACH CASE TRANSFER IS MADE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND RULE 144 UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS ACT OR THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. UNLESS PERMITTED BY APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES ACT OR SUCH OTHER EVIDENCED BY THIS CERTIFICATE SHALL NOT TRADE THE SECURITIES BEFORE [DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM DATE OF ISSUANCE OF SECURITIES (I.E., APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver NOTE] Each Lender consents to the Company Borrowers making a broker representation letter providing notation on its records and giving instructions to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate transfer agent of the Company (as defined Securities in Rule 144 promulgated under order to implement the 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 restrictions on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of transfer established in this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatesection.

Restrictive Legend. Until such time as Each certificate representing the Shares Common Stock or any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE PERMITTED IN THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ABSENCE OF (1I) PURSUANT TO 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 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND COVERING THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SHARES PROPOSED TO BE TRANSFERRED OR (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER AND OF ANY APPLICABLE STATE LAWS. In connection with Upon request of a transfer holder of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actsuch a certificate, the Holder Company shall remove the foregoing legend from the certificate or its broker issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall deliver have received either an opinion referred to in Section 3 to the Company a broker representation letter providing to effect that any transfer by such holder of the Company any information securities evidenced by such certificate will not violate the Company reasonably deems necessary to determine that Securities Act and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not and has not during the last three months been an affiliate of the Company (as defined in Rule 144 promulgated under and such holder has held the Act) and securities represented by such certificate for a certification as to the length period of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendat least two years. The Company shall cooperate will use its best efforts to assist any holder in complying with the Holder to effect the provisions of this Section 2 for removal of such the legend from Shares at any time such legend is no longer appropriateset forth above.

Restrictive Legend. Until such time as the Shares This Warrant and any Warrant issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, transfer or Shares issued upon the partial exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then shall be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend, in addition to any legend required under applicable state securities laws: “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT AND THE WARRANT AGREEMENT.” Each Share certificate representing Warrant Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSJURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND IN LAWS OR THE CASE PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATIONTHIS WARRANT AND THE WARRANT AGREEMENT.” Upon request of the holder of a Share certificate, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection the Issuer shall issue to that holder a new certificate free of the foregoing legend, if, with a transfer such request, such holder provides the Issuer with an opinion of Shares issued upon counsel (including in-house counsel) reasonably acceptable to the exercise of this Warrant in reliance on Issuer to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 promulgated under the Act, the Holder (or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate other rule permitting resales of the Company (as defined in Rule 144 promulgated under the Actsecurities without restriction) 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldHereinafter, each certificate representing (i) the Preferred Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the Preferred Shares or the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted below or unless the securities evidenced by such certificate shall have been registered under the Securities Act (or other applicable securities regulations, as the case may be)) be stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with have received either (i) a written opinion of legal counsel to the removal holder, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of such securities may be effected without registration under the Securities Act or (ii) a “no-action” letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, except that any such transfer legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold shall be removed in a transfer pursuant to Rule 144 or an effective registration statement under the Actstatement, (B) have been held by the Holder for more than one year where the Holder is notin which case no such legal opinion or “no-action” letter shall be required, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and provided that the Company shall bear all costs associated with not be obligated to remove any such removal legends prior to the date of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateIPO.

Restrictive Legend. Until The Holder understands that this Note and until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THIS NOTE AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 OR 144A UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until The Holder understands that until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Reg ​ Rights Side Letter or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: THE form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED EXCEPT (1) PURSUANT TO 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 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONSACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INCLUDING PURSUANT TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until The Holder understands that until such time as this Note or the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon this Note and the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2015, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as All shares of the Shares JRC Common Stock to be ------------------- delivered to Khan hereunder shall be issued upon the conversion of this Warrant have been sold pursuant to an effective exemption from registration statement under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), inasmuch such shares to be issued to Khan will be issued for investment purposes without a view to distribution. In addition, Khan will have had access to information concerning JRC and its business prospects, as required by the Securities Act. Furthermore, there will be no general solicitation or Shares advertising for the purchase of the shares of the JRC Common Stock covered by this Agreement. The securities are to be issued upon to Khan after thorough discussions that comprise less than 35 Non-Accredited Investors as defined in the exercise Securities Act. Finally, JRC's stock transfer agent will be instructed not to transfer any of this Warrant such shares, unless such shares are eligible registered for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or there is an exemption with respect to Shares issued upon their transfer. All shares of the exercise of this Warrant will JRC Common Stock to be delivered to Khan hereunder shall bear a restrictive legend in substantially the following form: "THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SHARES NOR ANY STATE OR OTHER JURISDICTION. THE SECURITIES INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate."

Restrictive Legend. Until The Holder understands that, until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such shares): “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF _____ __, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2021, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Investor agrees to the number of securities imprinting on any stock certificates, so long as is required by this Section 6, of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.3 and the related notation in the Company’s register of shareholders shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares, if (i) the Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such customary certifications and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in received either an opinion of counsel reasonably satisfactory to the CompanyCompany or the "no-action" letter referred to in Section 4 to the effect that the transfer being made by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Registrable Securities and, if required under the restrictive legend is still terms of such arrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in placeorder to effect a pledge, the Company agreesshall cause its counsel, upon request at no cost to the Purchasers, to issue an opinion of counsel to the Company's transfer agent. Further, no advance notice shall be required of such Holderpledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Registrable Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to take all steps necessary to promptly effect appropriately amend the removal list of selling stockholders thereunder. Certificates evidencing shares of Common Stock underlying the Debentures and Warrants shall not contain any legend (i) while a registration statement covering the resale of such legendsecurity is effective under the Securities Act, and the Company shall bear all costs associated after such securities have been sold in compliance with such removal prospectus delivery requirements, or (ii) following any sale of such legendshares pursuant to Rule 144 to a non-affiliate of the Company, or (iii) if such shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of Debentures or a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the underlying shares, or if such underlying shares of Common Stock may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such underlying shares shall be issued free of all legends. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until Each certificate representing Stock shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN AN INVESTORS' RIGHTS AGREEMENT DATED JANUARY _, 2000, ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH OTHER APPLICABLE LAWS. In connection with AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE UPON THE WRITTEN REQUEST TO THE COMPANY. (i) a transfer written opinion of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver legal counsel to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Actholder, including, as may which legal counsel shall be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, addressed to the Company agreesand reasonably satisfactory in form and substance to the Company's counsel, upon request to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no-action" letter from the SEC to the effect that the distribution of such Holdersecurities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, unless any such transfer legend may be removed pursuant to take all steps necessary to promptly effect the removal of Rule 144(k), in which case no such legend, legal opinion or "no-action" letter shall be required; and PROVIDED THAT the Company shall bear all costs associated with not be obligated to remove any such removal legends prior to the date of such legend. The Company shall cooperate with the Holder to effect initial public offering of the removal of such legend from Shares at any time such legend is no longer appropriateCompany's Common Stock under the Securities Act.

Restrictive Legend. Until such time as and unless the Shares issued upon the conversion of this and Warrant have been sold pursuant to an effective registration statement Shares are registered under the Securities Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to representing the Shares issued upon and the exercise of this Warrant will Shares and each Warrant shall bear a legend in substantially the following form: legend (in addition to any legends required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1A)(1) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (24) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as Purchaser acknowledges that the offer and sale of the Shares issued upon are not registered, and the conversion Shares may only be disposed of this Warrant have been sold in compliance with state and federal securities laws. In connection with any transfer of Inducement Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the undersigned, the Company may require the Purchaser to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Inducement Shares under the Securities Act. As a condition of transfer, or Shares issued upon any such transferee shall agree in writing to be bound by the exercise terms of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as letter agreement. The Purchaser agrees to the number of securities as imprinting of a particular date that can then be immediately sold, each certificate issued with respect to legend on any of the Inducement Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: NEITHER THIS SECURITY NOR THE SECURITIES EVIDENCED BY FOR WHICH THIS WARRANT SECURITY IS EXERCISABLE 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 THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until The Purchaser acknowledges and agrees that, until such time as the Shares issued upon the conversion of this Warrant Securities shall have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as Purchaser demonstrates to the number reasonable satisfaction of securities as the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of a particular date that can then be immediately soldsuch Securities, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE SECURITIES ACT PRINCIPAL EXECUTIVE OFFICES OF 1933AMERICAN LEISURE HOLDINGS, AS AMENDED (THE “SECURITIES ACT”)INC. From and after November 20, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED2003, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker Purchaser shall deliver be entitled at no cost to secure from the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine replacement certificates that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is do not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, The Ordinary Share certificates shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Act or if the Holder delivers to the Company an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Company, that the Ordinary Shares do not require registration under the Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF JUNE 24, 2009, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated under the Securities Act), or (CHolder) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel and reasonably satisfactory acceptable to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is securities represented thereby need no longer appropriatebe subject to restrictions on resale under the Act.

Restrictive Legend. Until such time (a) Each certificate representing Stockholder Shares held by the Stockholders shall, except as the Shares issued upon the conversion of otherwise provided in this Warrant have been sold pursuant to an effective registration statement under the ActSection 3.1 or in Section 3.3, be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend legends substantially in substantially the following form: : (i) “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON DISPOSITION AND OTHER RESTRICTIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF ________, 2008, BETWEEN ______________________ AND _______________________;” (ii) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES 1933 AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE;” and (iii) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY AN AFFILIATE OF THE COMPANY AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR OF 1933, AS AMENDED.” (2b) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTNotwithstanding the foregoing, 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer any Stockholder Shares held by the Stockholders that are not “restricted securities” within the meaning of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated 144(a)(3) under the ActSecurities Act shall not be required to bear the legend set forth in (ii) above. Further, the Holder or its broker shall deliver to any Stockholder Shares held by a Stockholder who is not an Affiliate of the Company shall not be required to bear the legend set forth in (iii) above. (c) The Company shall, at the request of a broker representation letter providing to Stockholder, (i) remove the Company any information the Company reasonably deems necessary to determine that such sale is made legend described in Section 3.1(a)(i) from each certificate evidencing Stockholder Shares held by a Stockholder transferred in compliance with Rule 144 promulgated the terms of Section 3.2 and with respect to which no rights under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company this Agreement shall transfer and (as defined in Rule 144 promulgated under the Actii) 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as each certificate evidencing Stockholder Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by a Stockholder the Holder for more than one year where the Holder is notlegend described in Section 3.1(a)(ii) if, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an written opinion of counsel to the Stockholder reasonably satisfactory to the Company, if the restrictive legend is still in place, securities evidenced thereby may be publicly sold without registration under the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateSecurities Act.

Restrictive Legend. Until such time as All shares of the Shares PTS Preferred Stock to be ------------------- delivered to AFRC hereunder shall be issued upon the conversion of this Warrant have been sold pursuant to an effective exemption from registration statement under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), inasmuch as such shares to be issued to AFRC will be issued for investment purposes without a view to distribution. In addition, at the time of the Closing, AFRC will have had access to information concerning PTS and its business prospects, as required by the Securities Act. Furthermore, AFRC acknowledges that there has been no general solicitation or Shares advertising for the purchase of the shares of the PTS Preferred Stock covered by this Agreement. The securities are to be issued upon to AFRC after thorough discussions that comprise less than 35 Non-Accredited Investors as defined in the exercise Securities Act. Finally, PTS's stock transfer agent will be instructed not to transfer any of this Warrant such shares, unless such shares are eligible registered for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or there is an exemption with respect to Shares issued upon their transfer. All shares of the exercise of this Warrant will PTS Preferred Stock to be delivered to AFRC hereunder shall bear a restrictive legend in substantially the following form: "THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SHARES NOR ANY STATE OR OTHER JURISDICTION. THE SECURITIES INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver ." Notwithstanding anything herein contained to the Company a broker representation letter providing contrary, in the event that any shares of the PTS Preferred Stock are converted into shares of the common stock of PTS, par value $0.001 per share (the "PTS Common Stock"), such shares of the PTS Common Stock shall be subject to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been rights described in the preceding three months, an affiliate of the Company (as defined Registration Rights Agreement described in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendAttachment B hereto. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.------------

Restrictive Legend. Until such time as the Shares issued upon the conversion of Unless and until otherwise permitted by this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldSection 10, each certificate for Warrants issued with respect under this Agreement, each certificate for any Warrants issued to Shares any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon the exercise of this any Warrant will bear and each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS, OR UNLESS THE PROPOSED TRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED. In addition, each certificate for Warrants issued under this Agreement and each certificate for any Warrants issued to any subsequent transferee of any such certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF REGISTERED OR QUALIFIED UNDER ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES In addition, each certificate for Warrants issued to any subsequent transferee of any such certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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, EXERCISED UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER THE FEDERAL OR STATE SECURITIES ACT LAWS, OR UNLESS SUCH OTHER APPLICABLE LAWSTRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED. In connection with a transfer The Issuer agrees to issue any shares of Shares issued Common Stock issuable upon the exercise of this Warrant in reliance Warrants without any legend that indicates a restriction on Rule 144 promulgated under transferability at such times as (i) the Act, the Holder or its broker shall deliver holder thereof is permitted to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt dispose of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal shares of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold Common Stock pursuant to an effective registration statement under the Act, (BRule 144(k) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), (ii) such shares of Common Stock are sold to a purchaser or (C) no longer require such restrictive legend on Shares, as set forth purchasers who in an the opinion of counsel to the seller or such purchaser, in form and substance reasonably satisfactory to the CompanyIssuer and its counsel) are able to dispose of such shares publicly without registration under the Securities Act, or (iii) such shares of Common Stock are registered under the Securities Act; provided in the case of (iii), that the holder of such shares of Common Stock or the recipient upon such conversion or exercise represents to the Issuer that such holder will only sell such shares, if at all, pursuant to the restrictive legend is still plan of distribution described in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatean effective registration statement.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 29, 2011, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that this Warrant shall bear a restrictive legend in substantially the form set forth on the first page of this Warrant (and a stop-transfer order may be placed against transfer of such securities). The Holder further understands that until such time as the Exercise Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the ActSecurities Act as contemplated by the Investor Rights Agreement, or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE”, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF , 20 , ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without or any restriction as to the number of securities as of a particular date that can then portion thereof shall be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED ASSIGNED EXCEPT (1) IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSQUALIFICATION. In connection with a transfer The legend shall be appropriately modified upon issuance of Shares issued upon the exercise of this certificates for Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate Shares. Upon request of the Company (as defined in Rule 144 promulgated under the Act) and holder of a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterWarrant Share certificate, the Company shall promptly remove issue to that holder a new certificate free of the restrictive legend on Sharesforegoing legend, and if, with such request, such holder provides the Company shall bear all costs associated with the removal an opinion of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant counsel reasonably acceptable to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in provided that B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in . Any transfer of the Warrant Shares shall comply with all applicable state and federal securities laws. Such compliance may be evidenced by and shall be conclusively established by delivery of an opinion of counsel (such counsel to be reasonably satisfactory to the Company, if provided that B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP shall be deemed acceptable to the restrictive legend is still in place, Company) that the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, transfer complies with applicable state and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatefederal securities laws.

Restrictive Legend. Until (i) The Holder understands that until such time as the Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Warrant Shares issued upon the exercise of this Warrant will may bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED form (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities) (the “Securities Law Legend”): (ii) The Warrant Shares issued upon (and any certificates or electronic book entries evidencing the exercise of this Warrant in reliance on Rule 144 promulgated under Shares) shall not contain or be subject to (and Holder shall be entitled to removal of) any legend (or stop transfer or similar instruction) restricting the Acttransfer thereof (including the Securities Law Legend): (A) while a registration statement (including a Registration Statement, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated the Registration Rights Agreement) covering the sale or resale of such Warrant Shares is effective under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Securities Act, or (B) have been held if the Holder provides customary paperwork to the effect that it has sold, or is selling substantially contemporaneously with the delivery of such paperwork, such securities pursuant to such a registration statement or Rule 144 under the Securities Act, or (C) if such Warrant Shares are eligible for sale under Rule 144(b)(1) under the Securities Act as set forth in customary, non-affiliate paperwork provided by the Holder for more than one year where Holder, or (D) if at any time on or after the date hereof the Holder certifies that it is notnot a Rule 144 Affiliate, and has not been in a Rule 144 Affiliate for the preceding three (3) months, an affiliate and that the Holder’s holding period for purposes of the Company (as defined in Rule 144 promulgated under (including, for the Securities Act)avoidance of doubt, subsection (d)(3)(ii) thereof) is at least six (6) months, and if such holding period is less than one (1) year, the current public information requirement of Rule 144(b)(1) is then met, or (CE) no longer require if such restrictive legend on Shares, is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or as set forth in an a legal opinion of delivered by a nationally recognized counsel reasonably satisfactory to the Company, if the restrictive legend is still in placeHolder (collectively, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend“Unrestricted Conditions”). The Company shall cooperate with cause its counsel to issue a legal opinion to the Transfer Agent, promptly after the Registration Effective Date, or at such other time as any of the Unrestricted Conditions has been satisfied, if the Transfer Agent requires such an opinion to effect the issuance of the Warrant Shares without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of the Warrant Shares then such Warrant Shares shall be issued free of all legends and stop-transfer instructions. The Company agrees that following the Registration Effective Date or at such other time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Section 2(f), it will, no later than the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the Holder to effect the removal Company or the Transfer Agent of such legend the Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder or its designee the Warrant Shares free from Shares at any time such legend is no longer appropriate.all restrictive and other legends (or similar notations) by crediting the account of the Holder’s prime broker with DTC, through its DWAC system. For purposes hereof,

Restrictive Legend. Until such time as the Shares issued Each Buyer acknowledges and agrees that, upon the conversion of this Warrant have been sold issuance pursuant to an effective registration statement under this Agreement, the Act, or Securities (including any Warrant Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear and Conversion Shares) shall have endorsed thereon a legend in substantially the following form: form (and a stop transfer order may be placed against transfer of the Securities until such legend has been removed): “NEITHER THESE SECURITIES NOR THE SECURITIES EVIDENCED BY THIS WARRANT INTO WHICH THESE SECURITIES ARE EXERCISABLE [CONVERTIBLE] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR FOREIGN COUNTRY IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONFOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SOLD IN THE SECURITIES ACT OR (2) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL UNDER APPLICABLE STATE SECURITIES LAWS AND UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE THOSE LAWS. In connection with a transfer .” At the written request of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actany Buyer, the Holder or its broker legend set forth above shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, removed and the Company shall bear all costs associated with the removal of issue a certificate without such legend from Shares. At to the holder of any Security upon which it is stamped, if, (a) such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to Security is registered for sale under an effective registration statement filed under the ActSecurities Act or may otherwise be sold under Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can be immediately sold, or (Bb) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of such holder provides the Company (as defined with an opinion of counsel, in Rule 144 promulgated form, substance and scope customary for opinions of counsel in comparable transactions, which opinion shall be reasonably acceptable to the Company’s counsel, to the effect that a public sale or transfer of such security may be made without registration under the Securities Act), which opinion shall be accepted by the Company so that the sale or transfer is effected, or (Cc) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, holder provides the Company agrees, upon request of with reasonable assurances that such Holder, Security can be sold pursuant to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.Rule 144 or Regulation S.

Restrictive Legend. Until The Subscribers acknowledge and agree that, until such time as the Consideration Shares, the Warrants and the Warrant Shares issued upon the conversion of this Warrant shall have been sold pursuant to an effective registration statement registered under the ActSecurities Act or sold in accordance with Section 4(a), or the Consideration Shares, the Warrants and the Warrant Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SPECIFIED 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER COMPANY. FURTHERMORE, THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY, MEDIA PRO MANAGEMENT S.A. AND MEDIA PRO B.V. DATED AS OF DECEMBER 9, 2009. ANY TRANSFER OR PLEDGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENES SUCH OTHER APPLICABLE LAWSRESTRICTIONS SHALL BE NULL AND VOID. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker The legend set forth above shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, removed and the Company shall bear all costs associated with the removal of issue a certificate without such legend from Shares. At to the holder of any Consideration Share or any Warrant Share upon which it is stamped, and a warrant without such time as Shares issued legend to the holder of any Warrant upon which it is stamped, if such Consideration Share, Warrant or Warrant Share is registered for sale under an effective registration statement filed under the conversion of this Securities Act or if such Consideration Share, Warrant (A) have been or Warrant Share is proposed to be sold pursuant to an effective exemption from registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, as provided in this Agreement and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in receives an opinion of counsel reasonably satisfactory with respect to compliance with such exemption. The Subscribers agree to sell all Consideration Shares, Warrants and all Warrant Shares, including those represented by a certificate(s) from which the Companylegend has been removed, in compliance with applicable prospectus delivery requirements, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateany.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares Preferred Stock, (ii) shares of the Company's Common Stock issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActPreferred Stock, (iii) any other securities issued in respect of the Preferred Stock or Shares Common Stock issued upon conversion of the exercise Preferred Stock including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Section 4 below) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 OR ANY APPLICABLE STATE SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THEREFROM UNDER SAID ACTS AND REGISTRATION OR QUALIFICATION 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION DOES REGISTRATION OR QUALIFICATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED. COPIES OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSAGREEMENT RESTRICTING THE TRANSFER OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. In connection with Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent for the Company in order to implement the restrictions on transfer established in this Section 3. The Company shall be obligated to reissue promptly unlegended certificates at the request of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, any Holder thereof if the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in obtained an opinion of counsel reasonably satisfactory at such Holder's expense (which counsel may be counsel to the Company, if the restrictive legend is still in place, ) reasonably acceptable to the Company agreesto the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, upon request of such Holder, to take all steps necessary to promptly effect the removal of such qualification or legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as (a) Neither the Warrants represented by this Warrant Certificate nor the Warrant Shares to be issued upon exercise of the conversion of this Warrant Warrants have been sold pursuant to an effective registration statement registered under the ActSecurities Act or any state securities laws. Accordingly, neither the Warrants nor the Warrant Shares may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws, or Shares issued upon the exercise of an exemption from registration is available. Except as otherwise provided in this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldSection 6, each certificate evidencing the issuance of Warrant Shares (whether issued with respect to Shares issued upon in the exercise name of the original Holder of this Warrant will bear Certificate or of any subsequent transferee thereof), shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF NOR REGISTERED NOR QUALIFIED UNDER ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. NO TRANSFER OF ANY SUCH SHARE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.” (1b) PURSUANT TO AN EXEMPTION FROM REGISTRATION Except as otherwise provided in this Section 6, each Warrant Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER THE APPLICABLE STATE AND FEDERAL SECURITIES ACTLAWS OR UNLESS, 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 WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT NORD RESOURCES CORPORATION, SUCH TRANSACTION DOES QUALIFICATION AND REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT REQUIRED. NO TRANSFER OF ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH OTHER APPLICABLE LAWS. In connection with a transfer CONDITIONS HAVE BEEN FULFILLED.” (c) The legend requirements of Shares issued upon the exercise of this Sections 6(a) and 6(b) above shall terminate as to any particular Warrant in reliance on Rule 144 promulgated or Warrant Share: (i) when and so long as such security shall have been effectively registered under the Act, the Holder Securities Act and is disposed of pursuant thereto; or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Actii) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, when the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in received an opinion of counsel reasonably satisfactory to it that such shares may be sold to the Companypublic without registration thereof under the Securities Act. Whenever the legend requirements imposed by this Section 6 shall terminate as to any Warrant Share, if as hereinabove provided, the Holder hereof shall be entitled to receive from the Corporation, at the Corporation’s expense, a new certificate representing such Warrant Shares and not bearing the restrictive legend is still set forth in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateSection 6(a).

Restrictive Legend. Until such time as The certificates representing the Shares issued upon the conversion of this Warrant have been sold pursuant Common Stock shall bear, in addition to an effective registration statement any other legends required under the Actapplicable state securities laws, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: THE THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE UNDER ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE SOLD, OFFERED, SOLDPLEDGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE AND (II) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE ISSUER, SUNOL MOLECULAR CORPORATION AND THE HOLDER OF THESE SECURITIES. A COPY OF SUCH STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT OR SUCH OTHER AND ANY APPLICABLE STATE SECURITIES LAWS. In connection with a order to prevent any transfer of Shares issued upon the exercise from taking place in violation of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder Agreement or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterlaw, the Company shall promptly remove may cause a stop transfer order to be placed with its transfer agent with respect to the restrictive legend Shares of Common Stock. The Company will not be required to transfer on Shares, and the Company shall bear all costs associated with the removal its books any Shares of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) Common Stock that have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been or transferred in the preceding three months, an affiliate violation of the Company (as defined in Rule 144 promulgated under the Securities Act), any provision of this Agreement or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateapplicable law.

Restrictive Legend. Until such time as the Each certificate representing Stockholder Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, and each certificate issued with respect to Shares issued in exchange for or upon the exercise Transfer of any Stockholder Shares (if such shares remain Stockholder Shares as defined herein after such Transfer) shall, except as otherwise provided in this Warrant will bear Section 1.03, be stamped or otherwise imprinted with a legend substantially in substantially the following form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF FEBRUARY [ ], 2012, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND ITS STOCKHOLDERS (THE “INVESTOR RIGHTS AGREEMENT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS, CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER HEREOF. A COPY OF SUCH CONDITIONS, REPURCHASE OPTIONS AND FORFEITURE PROVISIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Notwithstanding the foregoing, any certificates evidencing Stockholder Shares outstanding on the date hereof instead may bear the following legends (unless and until any such certificate is re-issued, after which such re-issued certificates will bear the legend set forth above): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” AND “THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING AND OTHER AGREEMENTS CONTAINED IN AN AGREEMENT AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS. A COPY OF OTHER JURISDICTIONS, SUCH AGREEMENT AND IN ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY CORPORATION TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECURITIES ACT CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR SUCH OTHER APPLICABLE LAWSREGISTERED OFFICE.” The applicable legends set forth above shall be removed from the certificates evidencing any shares which cease to be Stockholder Shares. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver If an Investor delivers to the Company a broker representation letter providing an opinion of counsel, satisfactory in form and substance to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as Board (which opinion may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held waived by the Holder for more than one year where the Holder is notBoard), and has not been in the preceding three months, an affiliate that no subsequent Transfer of the Company (as defined in Rule 144 promulgated Stockholder Shares will require registration under the Securities Act), or (C) no longer require then the Company will promptly upon such contemplated Transfer deliver new certificates evidencing such Stockholder Shares that do not bear the portion of the applicable restrictive legend on Shares, as relating to the Securities Act set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatethis Section 1.03.

Restrictive Legend. Until such time as Each note, certificate or other instrument evidencing the Shares Securities issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, by Issuer shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE forms, and any such other legend(s) as may be set forth in the Investor Rights Agreement: (A) “THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR OTHER JURISDICTION. THE SECURITIES PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.” (1B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER “THE SECURITIES ACT OR (2) PURSUANT EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE TERMS OF A CERTAIN SECOND AMENDED AND RESTATED SECURITIES ACTPURCHASE AGREEMENT DATED AS OF JULY 13, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS 2006 BETWEEN SPIRIT AIRLINES, INC., THE PURCHASERS NAMED THEREIN, ▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT, AND THE SECURITIES LAWS OTHER PARTIES THERETO, A COPY OF OTHER JURISDICTIONSWHICH IS ON FILE AT THE OFFICES OF SPIRIT AIRLINES, INC. AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONWILL BE FURNISHED BY SPIRIT AIRLINES, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INC. TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon HOLDER HEREOF UPON REQUEST.” Notwithstanding the exercise of this Warrant in reliance on Rule 144 promulgated under the Actforegoing, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant set forth above in clause (A) have been sold pursuant to an effective registration statement under shall not be required after the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under date on which the Securities Act)evidenced by such note, certificate or (C) no longer require other instrument bearing such restrictive legend on Sharesno longer constitute Restricted Securities, and upon the request of the Holder of such Securities, Issuer, without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend set forth in an opinion of counsel reasonably satisfactory clause (A) above otherwise required to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatebe borne thereby.

Restrictive Legend. Until such time as Consultant hereby acknowledges, understands, and agrees that the Shares issued upon have not been registered under the conversion U.S. Securities Act, by reason of this Warrant have been sold a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Consultant’s representations as expressed herein. Consultant understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to an effective registration statement under these laws, Consultant must hold the ActShares for six months or as otherwise required by law, unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or Shares issued upon an exemption from such registration and qualification requirements is available. Consultant acknowledges that Company has no obligation to register or qualify the exercise Shares, or the Common Stock into which it may be converted. Consultant further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of this Warrant sale, the holding period for the Shares, and on requirements relating to Company, which are eligible for resale pursuant outside of Consultant’s control, and which Company is under no obligation and may not be able to Rule 144 promulgated under satisfy. Consultant further understands that all Share certificates shall bear the Act without following restrictive legend, in addition to any restriction as legend set forth in, or required by the securities laws of any state to the number of securities as of a particular date that can then be immediately soldextent such laws are applicable to the Shares represented by the certificate, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following forminstrument, or book entry: THE SECURITIES EVIDENCED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”)) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONPURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. THE HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER CONDUCTED UNLESS IN COMPLIANCE WITH 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as Each certificate representing (a) the Shares Investor Stock, (b) the Common Stock of the Company (the “Common Stock”) issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActInvestor Stock, and (c) any other securities issued in respect of the Investor Stock or Shares Common Stock issued upon conversion of the exercise Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Section 1.2 below) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver COPIES OF THE INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each stockholder consents to the Company Company’s making a broker representation letter providing notation on its records and giving instructions to any transfer agent of the Investor Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 1. Such legend shall be removed by the Company from any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At certificate at such time as Shares issued upon the conversion holder of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held shares represented by the Holder for more than one year where certificate satisfies the Holder is not, and has not been in the preceding three months, an affiliate requirements of the Company (as defined in Rule 144 promulgated 144(d) under the Securities Act), or (C) no longer require such restrictive legend on SharesAct of 1933, as set forth in an opinion of counsel reasonably satisfactory to amended (the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate“1933 Act”).

Restrictive Legend. Until such time as The certificates representing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.1 and the related notation in the Company’s stock books shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares issued upon or issue to such holder by electronic delivery at the exercise of this Warrant in reliance on Rule 144 promulgated applicable balance account at The Depository Trust Company, if (i) the Shares are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such documents and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until such time as the Shares issued upon the conversion of Holder's Representation. Unless and until otherwise permitted by this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldSection 13, each certificate issued with respect to Shares issued representing shares of capital stock issuable upon the exercise of this Warrant will bear the Warrants, and any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing the legend set forth below shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE ANY STATE SECURITIES LAWS OF ANY STATE AND, ACCORDINGLY, THE TRANSFER, RESALE OR OTHER JURISDICTION. THE DISPOSITION OF SUCH SECURITIES MAY NOT ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT OR A VALID EXEMPTION THEREFROM AND IN EACH CASE IN ACCORDANCE COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE BY DELIVERY OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY THAT THERE IS SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AN EXEMPTION. THE SECURITIES ACT OR REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 19, 1997, BY AND BETWEEN IMPLEO LLC AND THE COMPANY. COPIES OF SUCH OTHER APPLICABLE LAWS. In connection with a transfer AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." So long as the Warrants or the shares of Shares issued Capital Stock issuable upon the exercise of this Warrant in reliance on Rule 144 the Warrants are "restricted securities" within the meaning of the Securities Act and the regulations promulgated under the Actthereunder, the each Holder or its broker shall deliver represents to the Company that he or it is acquiring the Warrants and will acquire the shares of capital stock issuable upon exercise of the Warrants for his or its own account and not with a broker representation letter providing view to any public distribution thereof, subject to any requirement of law that the disposition of such securities shall at all times be within the control of the owner thereof. The acquisition of any Warrants or shares of capital stock issuable upon exercise of the Warrants by any Holder shall constitute such Holder's reaffirmation of such representation. Each Holder further represents to the Company any information that he or it is an "accredited investor" as defined in Regulation D of the Company reasonably deems necessary to determine Securities Act. Each Holder understands that such sale is made the Warrants and the shares of capital stock issuable upon exercise of the Warrants have not been registered under the Securities Act and may only be sold or otherwise disposed of in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request . Each Holder by its acceptance of such Holder, to take all steps necessary to promptly effect the removal of security further understands that such legend, and the Company shall security may bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such a legend from Shares at any time such legend is no longer appropriateas contemplated by this Section 13.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Equity Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an affiliate during the preceding three months, (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the legend at such time as the holder becomes an affiliate of Licensee or otherwise ceases to satisfy the Company (requirements of Rule 144(k) as defined then in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateeffect.

Restrictive Legend. Until such time Each certificate representing TranSwitch Common ------------------ Stock shall, except as the Shares issued upon the conversion of otherwise provided in this Warrant have been sold pursuant to an effective registration statement under the ActSection 2 or in Section 3, be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: THE SECURITIES EVIDENCED BY "THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS: (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION; (ii) THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION DOES NOT REQUIRE IS EXEMPT FROM SUCH REGISTRATION UNDER OR (iii) THE SECURITIES ACT CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS ON SALE, PLEDGE OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTMENT AGREEMENT EACH AS MAY BE AMENDED AND IN EFFECT FROM TIME-TO- TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." Such certificates shall not bear such legend if in the opinion of Shares issued upon counsel satisfactory to TranSwitch the exercise of this Warrant in reliance on Rule 144 promulgated securities being sold thereby may be publicly sold without registration under the Act, the Holder Securities Act and applicable state securities laws or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that if such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) securities have been sold pursuant to Rule 144 or an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatestatement.

Restrictive Legend. Until such time as Each certificate representing the ▇▇▇▇▇▇ Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: "THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT IN ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND ANY SALE OR OTHER TRANSFER IS FURTHER SUBJECT TO AN EXEMPTION FROM REGISTRATION UNDER THE RESTRICTIONS SET FORTH IN THE CERTAIN AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER , 1996 BETWEEN ROSES, INC. AND ITS STOCKHOLDERS AND TUDOR ACQUISITION CORP.]" "THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TORONTO STOCK EXCHANGE AND THE MONTREAL EXCHANGE; HOWEVER, THE SAID SECURITIES LAWS CANNOT BE TRADED THROUGH THE FACILITIES OF OTHER JURISDICTIONSSUCH EXCHANGES SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS TORONTO STOCK EXCHANGE OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with MONTREAL EXCHANGE." Each share certificate to be delivered must be accompanied by a transfer letter from The ▇▇▇▇▇▇ Group Inc. stating that: (a) The securities represented by this certificate cannot be traded through the facilities of Shares issued upon The Toronto Stock Exchange or on The Montreal Exchange since the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder certificate is not an affiliate freely transferrable and consequently is not "good delivery" in settlement of transactions on The Toronto Stock Exchange or on The Montreal Exchange; and (b) The Toronto Stock Exchange and The Montreal Exchange would deem the Company (as defined security holder to be responsible for any loss incurred on a sale made by such holder in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatesecurities.

Restrictive Legend. Until (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares and Warrants and, until such time as the Common Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Preferred Shares issued upon the and/or exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldWarrants, each certificate issued with respect to Shares issued upon the exercise of this Warrant will may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSSAID ACT. In connection with a Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without this restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Business Days after surrender of such certificates by the Buyer and (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of the Preferred Shares or Warrant Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated the Warrants or impose any stop-transfer restriction thereon except as permitted under the ActRegistration Rights Agreement. (2) The Buyer further acknowledges and agrees that the certificates for the Preferred Shares may bear the following additional restrictive legends in substantially the following form: WITH REFERENCE TO THE STATEMENT OR RIGHTS AND PREFERENCES OF THE SERIES A CONVERTIBLE PREFERRED STOCK (THE "STATEMENT OF RIGHTS") PURSUANT TO WHICH THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company THE PORTION OF THE MAXIMUM SHARE AMOUNT (as defined in Rule 144 promulgated under the ActAS DEFINED IN SECTION 4(a)(1) 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (AOF THE STATEMENT OF RIGHTS) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateALLOCATED TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE FOR PURPOSES OF CONVERSION THEREOF IS 1,574,531 SHARES OR SUCH GREATER NUMBER AS PERMITTED BY THE RULES OF THE NASDAQ.

Restrictive Legend. Until HoldCo acknowledges and agrees that the OP Partnership Units issuable under Section 3.3 hereof (including any securities of ▇▇▇▇ III issuable upon redemption of such time as OP Partnership Units under the Shares issued Pre-Merger OP Operating Agreement or, following the Merger, of ▇▇▇▇ IV issuable upon redemption of such OP Partnership Units under the conversion of this Warrant have been sold pursuant to Post-Merger OP Operating Agreement) are not covered by an effective registration statement under the Securities Act, and further are subject to transfer to, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without cancelation by, ▇▇▇▇ III and ▇▇▇▇ III OP as set forth in Section 11.7 hereof. As such, HoldCo acknowledges and agrees that any restriction as to the number of certificate or book-entry security entitlement evidencing such OP Partnership Units and such ▇▇▇▇ III securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear shall contain a legend in substantially the following formform set forth below: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT OR ASSIGNED (1I) PURSUANT TO IN THE ABSENCE OF (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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 OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, ACT AND IN THE CASE OF ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT ACT, AND IN ALL SUCH CASES ARE FURTHER SUBJECT TO (X) TRANSFER RESTRICTIONS CONTAINED IN AN AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HEALTHCARE REIT HOLDINGS, LP (AS AMENDED FROM TIME TO TIME) AND (Y) TRANSFER TO, OR CANCELATION BY, ▇▇▇▇▇▇▇-AMERICAN HEALTHCARE REIT III, INC. (OR ITS SUCCESSORS) AS SET FORTH IN A CONTRIBUTION AGREEMENT DATED JUNE 23, 2021 UNDER WHICH SUCH OTHER APPLICABLE LAWSSECURITIES WERE INITIALLY ISSUED. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the ActAS SUCH, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateHOLDERS OF THE SECURITIES REPRESENTED HEREBY SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MAY FURTHER BE FORCED TO FORFEIT OR SURRENDER THE SECURITIES IN CERTAIN INSTANCES.

Restrictive Legend. Until such time Each of the Stockholders acknowledges and agrees that the certificates of Parent Common Stock issued to the Stockholders pursuant to the Merger shall bear a restrictive legend in substantially the following form and a stop-transfer order may be placed against their transfer: The securities represented by this certificate have not been registered under the Securities Act of 1933, as the Shares issued upon the conversion of this Warrant amended. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the such shares are included in an effective registration statement under the ActSecurities Act covering the resale thereof, or Shares issued upon (b) such holder provides Parent with an opinion of legal counsel, in form, substance and scope reasonably acceptable to Parent and its legal counsel, to the exercise effect that a public sale or transfer of this Warrant such shares may be made without registration under the Securities Act and such shares are eligible for resale being sold or transferred in accordance with the method described therein, or (c) such holder provides Parent with reasonable assurances that such shares can be sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) without any restriction as to the number of securities shares acquired as of a particular date that can then be immediately sold, each certificate issued with respect . Each of the Stockholders agrees to Shares issued upon sell all of the exercise shares of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver Parent Common Stock acquired pursuant to the Company Merger, including those represented by a broker representation letter providing to certificate(s) from which the Company any information the Company reasonably deems necessary to determine that such sale is made legend has been removed, (x) in compliance with Rule 144 promulgated the prospectus delivery requirements, if any, under applicable securities Laws, (y) through an investment bank designated by Parent and (z) in a manner reasonably designed not to affect adversely the Act, including, as may be appropriate, a certification that such Holder is not an affiliate market price of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateParent Common Stock.

Restrictive Legend. Until such time as All shares of the Shares Company Common Stock to be ------------------- delivered to the Entech Stockholders hereunder shall be issued upon the conversion of this Warrant have been sold pursuant to an effective exemption from registration statement under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), inasmuch such shares to be issued to the Entech Stockholders will be issued for investment purposes without a view to distribution. In addition, all of the Entech Stockholders will have had access to information concerning the Company and its business prospects, as required by the Securities Act. Furthermore, there will be no general solicitation or Shares advertising for the purchase of the shares of the Company Common Stock covered by this Agreement. The securities are to be issued upon to the exercise Entech Stockholders after thorough discussions that comprise less than 35 Non-Accredited Investors as defined in the Securities Act. Finally, the Company's stock transfer agent will be instructed not to transfer any of this Warrant such shares, unless such shares are eligible registered for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or there is an exemption with respect to Shares issued upon their transfer. All shares of the exercise of this Warrant will Company Common Stock to be delivered to the Entech Stockholders hereunder shall bear a restrictive legend in substantially the following form: "THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SHARES NOR ANY STATE OR OTHER JURISDICTION. THE SECURITIES INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate."

Restrictive Legend. Until such time as (a) The certificates representing the Parent Shares to be issued upon and delivered hereunder shall bear the conversion of this Warrant have been sold pursuant following legend (it being agreed that if the Parent Shares are not in certificated form, other appropriate restrictions shall be implemented to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as give effect to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: following): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL CONTRACTUAL RESTRICTIONS ON TRANSFER AND, SUBJECT TO CERTAIN EXCEPTIONS, GENERALLY MAY NOT BE OFFEREDTRANSFERRED OR PLEDGED FOR A PERIOD OF SIX MONTHS AFTER THE CLOSING DATE.” (b) Notwithstanding the foregoing, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT the holder of any certificate(s) for such Parent Shares shall be entitled to receive from Parent new certificates for a like number of Parent Shares not bearing such legend (1or the elimination or termination of such notations or arrangements) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt request of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At holder at (i) such time as Shares issued upon such restrictions are no longer applicable, and (ii) with respect to the conversion restriction on transfer of this Warrant (A) have been sold such shares other than pursuant to an effective a registration statement under the Securities Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate delivery of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel to such holder, which opinion is reasonably satisfactory in form and substance to Parent and its transfer agent, that the Company, if the restrictive legend is still restriction referenced in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time (or such legend notations or arrangements) is no longer appropriaterequired in order to ensure compliance with the Securities Act.

Restrictive Legend. Until such time as the Shares If Registered Notes are issued upon the conversion transfer, exchange or replacement of other Registered Notes not bearing the applicable restrictive legends required by the respective applicable forms of Note attached to this Warrant have been sold pursuant to an effective registration statement under Agreement (each, a “Restrictive Legend”), the Act, or Shares Notes so issued shall not bear a Restrictive Legend. If Registered Notes are issued upon the exercise transfer, exchange or replacement of other Registered Notes bearing a Restrictive Legend, or if a request is made to remove a Restrictive Legend of a Registered Note, the Registered Notes so issued shall bear a Restrictive Legend as set forth on the applicable form of Registered Note attached to this Warrant are eligible for resale Agreement, or the Restrictive Legend shall not be removed, as the case may be, unless: (a) in the case of Definitive Registered Notes issued pursuant to Rule 144 promulgated under Clause 5.12 the Act without provisions of paragraph (d) thereof shall have been satisfied, or (b) in any restriction as other case there is delivered to the number Republic and the Registrar such satisfactory evidence, which may include an opinion of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, includingcounsel, as may be appropriatereasonably required by the Republic (at the Holder’s expense) that neither the Restrictive Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply, a certification as the case may be, with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Holder is Notes are not an affiliate “restricted securities” within the meaning of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act. Upon satisfaction of either paragraph (a) or (b), the Registrar, at the direction of the Republic, shall authenticate or (C) no longer require cause to be authenticated and deliver or cause to be delivered a Registered Note in appropriate form that does not bear the Restrictive Legend. If the Restrictive Legend is removed from the face of a Registered Note and such restrictive legend Registered Note is transferred to an Institutional Accredited Investor in a private placement transaction exempt from registration under the Securities Act, or pursuant to and reliant on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in placeRule 144A, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legendRestrictive Legend shall be reinstated, and the Company shall bear all costs associated with Republic shall, upon obtaining actual knowledge that such removal of Registered Note is held by such legend. The Company shall cooperate with affiliate, notify the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateRegistrar in writing.

Restrictive Legend. Until Each Buyer acknowledges and agrees that the certificates for the Initial Shares, the Adjustment Shares, the Warrants, and the Warrant Shares and, until such time as the Common Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act1933 Act as contemplated by the Registration Rights Agreements, or the certificates for the Common Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSSAID ACT. In connection with Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreements has been declared effective, thereafter (i) upon request of a transfer of Buyer the Company will substitute certificates without the above-referenced legend for certificates for any Common Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver prior to the Company a broker representation letter providing date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to the Company any information the Company reasonably deems necessary to determine that such sale is made Common Shares, but in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt no event later than three Business Days after surrender of such representation lettercertificates by such Buyer, and (ii) the Company shall promptly remove the not place any restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as certificates for any Common Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at impose any time such legend is no longer appropriatestop-transfer restriction thereon.

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear have received either an opinion of counsel or the "no-action" letter referred to in Section 4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144 or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all costs associated with of the removal Registrable Securities and, if required under the terms of such legend from Sharesarrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such time reasonable documentation as Shares issued upon a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the conversion Registrable Securities, including the preparation and filing of this Warrant any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock (Aincluding shares underlying the Warrants) have been sold shall not contain any legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such shares pursuant to Rule 144, or (iii) if such shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Debenture or Warrant is converted or exercised at a time when there is an effective registration statement under to cover the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate resale of the Company (as defined in underlying shares, or if such underlying shares of Common Stock may be sold under Rule 144 promulgated or if such legend is not otherwise required under applicable requirements of the Securities Act), or Act (Cincluding judicial interpretations thereof) no longer require then such restrictive legend on Shares, as set forth in an opinion underlying shares shall be issued free of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendlegends. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than three trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until such time Each of the Sellers acknowledges and agrees that any certificates representing the Securities will bear a restrictive legend in substantially the following form and a stop-transfer order may be placed against their transfer: The securities represented by this certificate have not been registered under the Securities Act of 1933, as the Shares issued upon the conversion of this Warrant amended. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and SFX Entertainment shall issue a certificate without such legend to the holder of Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws, (i) such Securities are included in an effective registration statement under the ActSecurities Act covering the resale thereof, or Shares issued upon (ii) such holder provides SFX Entertainment with an opinion of legal counsel, in form, substance and scope reasonably acceptable to SFX Entertainment to the exercise effect that a public sale or transfer of this Warrant such Securities may be made without registration under the Securities Act and such Securities are eligible for resale being sold or transferred in accordance with the method described therein, or (iii) such holder provides SFX Entertainment with reasonable assurances that such Securities can be sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) without any restriction as to the number of securities Securities acquired as of a particular date that can then be immediately soldsold (such holder shall thereafter be entitled to receive unlegended certificates evidencing the shares not subject to Rule 144). Each of the Sellers agrees to sell all of the Securities including those represented by a certificate(s) from which the legend has been removed, each certificate issued in compliance with respect to Shares issued upon the exercise prospectus delivery requirements, if any, under applicable securities laws. Each of this Warrant the Network Sellers acknowledges and agrees that certificates representing $1,500,000 of the Securities calculated at the Stock Price received by the Network Sellers will also bear a restrictive legend in substantially the following formform and a stop-transfer order may be placed against a transfer: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933The securities represented by this certificate are subject to indemnification obligations set forth in that certain Stock and Asset Purchase Agreement dated as of December __, AS AMENDED (THE “SECURITIES ACT”)1997 between and among SFX Network Group, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONL.L.C., SFX Entertainment, Inc., ▇▇▇▇▇ ▇. THE SECURITIES MAY NOT BE OFFERED▇▇▇▇, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated individually and as Trustee under the ActBird Family Trust u/d/o 11/18/92, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated ▇▇▇▇ ▇. ▇▇▇▇, individually and as Trustee under the Act▇▇▇▇ ▇. ▇▇▇▇ Corporation Trust, includingu/d/o 2/4/94, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually and as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated Trustee under the Act) and a certification as to the length of time the applicable equity interests have been held▇▇▇▇▇ Family Trust, u/d/o 7/17/89, June E. Brody, an individual resident in Pennsylvania, ▇▇▇▇▇▇ ▇. Upon receipt of such representation letter▇▇▇▇▇▇, the Company shall promptly remove the restrictive legend on Sharesan individual resident in Pennsylvania, and the Company Network 40, Inc., a California corporation (the "PURCHASE AGREEMENT") in respect of Tax Matters (as such term is defined in the Purchase Agreement). The legend set forth above shall bear all costs associated with the removal of such legend from Shares. At be removed at such time as Shares issued upon all claims in respect of Tax Matters affecting the conversion of this Warrant (A) Network Sellers have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatefinally adjudicated.

Restrictive Legend. Until such time Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities as the Shares issued upon the conversion a result of this Warrant have been sold pursuant to an effective registration statement under the Actany stock split, stock dividend, recapitalization, merger, consolidation or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then similar event, shall (unless otherwise permitted) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Registrable Securities and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in order to effect a pledge, the Purchaser shall cause its counsel to issue an opinion of counsel to the Company's transfer agent. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of Shares issued upon the exercise Registrable Securities, including the preparation and filing of this Warrant in reliance on any required prospectus supplement under Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate 424(b)(3) of the Company Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock (as defined in Rule 144 promulgated under including shares underlying the ActWarrants) and a certification as to the length of time the applicable equity interests have been held. Upon receipt shall not contain any legend (i) following any sale of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold shares pursuant to an effective registration statement Rule 144, or (ii) if such shares are eligible for sale under the Act, (BRule 144(k) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (Ciii) no longer require if such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Warrant is converted or exercised at a time when such Holder, to take underlying shares of Common Stock may be sold under Rule 144 under the Securities Act or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such underlying shares shall be issued free of all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendlegends. The Company shall cooperate with agrees that (y) following the Holder effective date of the registration statement required to effect the removal be filed hereunder and a sale of shares of Common Stock pursuant to such legend from Shares registration statement or (z) at any such time as such legend is no longer appropriaterequired, it will, no later than three trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section unless required by applicable law.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Purchasers agree to the number of securities imprinting, so long as is required by this Section , of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following formform on any certificate evidencing Securities: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT HAVE NOT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAS 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 THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. Certificates evidencing Conversion Shares shall not be required to contain such legend or any other legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations: (i) while a transfer of Shares issued upon Registration Statement covering the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt resale of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Conversion Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an is effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act); provided, that the Company’s counsel shall have delivered a legal opinion relating to the removal of legends upon a sale or transfer of such Conversion Shares, or (Cii) no longer require following any sale of such restrictive legend on SharesConversion Shares pursuant to Rule 144, as set forth in an opinion of counsel reasonably satisfactory to the Companyor (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if the restrictive such legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendSEC). The Company shall cooperate take all actions, including, but not limited to, causing its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Registration Effective Date and to deliver any required legal opinions with the Holder respect to effect the removal of legends upon the sale or transfer of Conversion Shares, that are necessary to issue Conversion Shares that are freely tradable on the Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Purchasers. Following the Registration Effective Date or at such legend from Shares at any earlier time such as a legend is no longer appropriaterequired for certain Securities, the Company will no later than five (5) Trading Days following the delivery by a Purchaser to the Company of a legended certificate representing such Securities, use its reasonable best efforts to deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Restrictive Legend. Until such time Each certificate representing Delano Common Stock shall, except as the Shares issued upon the conversion of otherwise provided in this Warrant have been sold pursuant to an effective registration statement under the ActSection 2 or in Section 3, be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: THE SECURITIES EVIDENCED BY "THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS: (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION; (ii) THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION DOES NOT REQUIRE IS EXEMPT FROM SUCH REGISTRATION UNDER OR (iii) THE SECURITIES ACT CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS ON SALE, PLEDGE OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTMENT AGREEMENT, COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." Such certificates shall not bear such legend if in the opinion of Shares issued upon counsel satisfactory to Delano the exercise of this Warrant in reliance on Rule 144 promulgated securities being sold thereby may be publicly sold without registration under the Act, the Holder Securities Act and applicable state securities laws or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that if such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) securities have been sold pursuant to Rule 144 or an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatestatement.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Purchasers agree to the number of securities imprinting, so long as is required by this Section 6.1(b), of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following formform on any certificate evidencing Securities: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT HAVE NOT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAS 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 THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. Certificates evidencing Conversion Shares shall not be required to contain such legend or any other legend (i) while a transfer of Shares issued upon Registration Statement covering the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt resale of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Conversion Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an is effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act); provided, that the Company’s counsel shall have delivered a legal opinion relating to the removal of legends upon a sale or transfer of such Conversion Shares, or (Cii) no longer require following any sale of such restrictive legend on SharesConversion Shares pursuant to Rule 144, as set forth in an opinion of counsel reasonably satisfactory to the Companyor (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if the restrictive such legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendSEC). The Company shall cooperate cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Effective Date and to deliver any required legal opinions with the Holder respect to effect the removal of legends upon the sale or transfer of Conversion Shares. Following the Effective Date or at such legend from Shares at any earlier time such as a legend is no longer appropriaterequired for certain Securities, the Company will no later than five (5) Trading Days following the delivery by a Purchaser to the Company of a legended certificate representing such Securities, use its reasonable best efforts to deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Restrictive Legend. Until such time Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities as the Shares issued upon the conversion a result of this Warrant have been sold pursuant to an effective registration statement under the Actany stock split, stock dividend, recapitalization, merger, consolidation or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then similar event, shall (unless otherwise permitted) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Registrable Securities and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in order to effect a pledge, the Purchaser shall cause its counsel to issue an opinion of counsel to the Company's transfer agent. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of Shares issued upon the exercise Registrable Securities, including the preparation and filing of this Warrant in reliance on any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock (including shares underlying the Warrants) shall not contain any legend (i) following any sale of such shares pursuant to Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (Cii) no longer require if such restrictive legend on Sharesshares are eligible for sale under Rule 144(k) under the Securities Act, as set forth in an opinion of counsel reasonably satisfactory to the Company, or (iii) if the restrictive such legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Warrant is converted or exercised at a time when such Holder, to take underlying shares of Common Stock may be sold under Rule 144 under the Securities Act or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such underlying shares shall be issued free of all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendlegends. The Company shall cooperate with agrees that (y) following the Holder effective date of the registration statement required to effect the removal be filed hereunder and a sale of shares of Common Stock pursuant to such legend from Shares registration statement or (z) at any such time as such legend is no longer appropriaterequired, it will, no later than three trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section unless required by applicable law.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL SEC INTERPRETATION OR GUIDANCE. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF , 2014, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until (i) The Holder understands that[, in addition to any legend required or permitted under the Registration Rights Agreement prior to the Lock-Up Release Date,] until such time as the Shares issued upon the conversion of [this Warrant and]3 the Warrant Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of [this Warrant will and] the Warrant Shares may bear a restrictive legend in substantially the following formform (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities) (the “Securities Law Legend”): 2 NTD: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933To be included in Closing Share Warrants subject to the Lock-Up (as defined in the Registration Rights Agreement). 3 NTD: References to “this Warrant” to be included in the Closing Share Warrant. References to “this Warrant” will not be included in the Parent Share Warrant. (ii) This Warrant and Warrant Shares (and any certificates or electronic book entries evidencing the Warrant Shares) shall not contain or be subject to (and Holder shall be entitled to removal of) any legend (or stop transfer or similar instruction) restricting the transfer thereof (including the Securities Law Legend): if [(i)] (A) a registration statement (including a Registration Statement, AS AMENDED as defined in the Registration Rights Agreement) covering the sale or resale of such securities is effective under the Securities Act, or (THE “SECURITIES ACT”)B) the Holder provides customary certifications to the effect that it has sold, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDor is selling substantially contemporaneously with the delivery of such certifications, SOLDsuch securities pursuant to such a registration statement or Rule 144 under the Securities Act, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT or (C) such securities are eligible for sale under Rule 144(b)(1) under the Securities Act as set forth in customary, non-affiliate certifications provided by the Holder, or (D) at any time on or after the date hereof that the Holder certifies that it is not a Rule 144 Affiliate and that the Holder’s holding period for purposes of Rule 144 (including, for the avoidance of doubt, subsection (d)(3)(ii) thereof) of at least six (6) months, and if such holding period is less than one (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR year, the current public information requirement of Rule 144(b)(1) is then met, or (2E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTsuch legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company or as set forth in a legal opinion delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other nationally recognized counsel to the Holder; [and (ii) in each case, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSthe Lock-Up Release Date shall have occurred]4 (collectively, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONthe “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer promptly after any of Shares issued upon the exercise Unrestricted Conditions has been satisfied, if required by the Transfer Agent to effect the issuance of this Warrant in reliance on Rule 144 promulgated or the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions is met at the time of issuance of the Warrant Shares then such Warrant Shares shall be issued free of all legends and stop-transfer instructions. The Company agrees that following any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Section 2(f), it will, no later than the Actearlier of (x) one (1) Trading Day and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the Holder to the Company or the Transfer Agent of the Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder or its designee the Warrant Shares free from all restrictive and other legends (or similar notations) by crediting the account of the Holder’s prime broker shall deliver to with DTC, through its DWAC system. The Company acknowledges and agrees that, if the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, Holder delivers a certification that such Holder it is not an affiliate “affiliate” of the Company (as defined in such term is used under Rule 144 promulgated under the Securities Act) and has not been an Affiliate for a certification period of three (3) months, then from and after the delivery thereof, the Holder shall be deemed to have certified that it is not an “affiliate” of the Company (as such term is used under Rule 144 under the Securities Act) upon each delivery of an Exercise Form, unless the Holder otherwise advises the Company in writing. For purposes of Rule 144 under the Securities Act and subsection (d)(3)(ii) thereof, it is intended, understood and acknowledged that (X) this Warrant shall be deemed 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 on Sharesacquired, and the Company holding period thereof shall bear all costs associated with be deemed to have commenced, on [_____]5 [(i.e., the date of the Contingent Payment Agreement pursuant to which this Warrant was issued)]6, and (Y) the Warrant Shares issuable upon any exercise of this Warrant pursuant to a Cashless Exercise shall be deemed to have been acquired, and the holding period thereof shall be deemed to have commenced, on such date. The Holder, by acceptance hereof, acknowledges and agrees that the removal of such legend any restrictive legends from Shares. At such time any securities as Shares issued set forth in this Section 2(f)(ii) is predicated upon the conversion Company’s reliance that the Holder will sell such securities pursuant to either the registration requirements of this the Securities Act or an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold while such registration statement is effective and available for resales of such securities, in compliance with the plan of distribution set forth therein. 4 NTD: Clause (ii) will only be included in Closing Share Warrants subject to the Lock-Up (as defined in the Registration Rights Agreement). 5 NTD: Insert the Closing Date under the Merger Agreement. 6 NTD: Bracketed language to be included in the Parent Share Warrant (Aand not the Closing Share Warrant). (iii) have been sold The Holder covenants that it will not sell or otherwise transfer any Warrants or Warrant Shares except pursuant to an effective registration statement under the Act, (B) have been held by Securities Act or pursuant to an exemption from the Holder for more than one year where the Holder is not, registration and has not been in the preceding three months, an affiliate prospectus-delivery requirements of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY M Y NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if with such request, the Company shall bear have received either an opinion of counsel or the "no-action" letter referred to in Section 4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144 or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all costs associated with of the removal Registrable Securities and, if required under the terms of such legend from Sharesarrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in order to effect a pledge, the Company shall cause its counsel, at no cost to the Purchasers, to issue an opinion of counsel to the Company's transfer agent. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such time reasonable documentation as Shares issued upon a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the conversion Registrable Securities, including the preparation and filing of this Warrant any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock (Aincluding shares underlying the Warrants) have been sold shall not contain any legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such shares pursuant to Rule 144, or (iii) if such shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Debenture or Warrant is converted or exercised at a time when there is an effective registration statement under to cover the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate resale of the Company (as defined in underlying shares, or if such underlying shares of Common Stock may be sold under Rule 144 promulgated or if such legend is not otherwise required under applicable requirements of the Securities Act), or Act (Cincluding judicial interpretations. thereof) no longer require then such restrictive legend on Shares, as set forth in an opinion underlying shares shall be issued free of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendlegends. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than three trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until The Holder understands that this Warrant shall bear a restrictive legend in substantially the form set forth on the first page of this Warrant (and a stop-transfer order may be placed against transfer of such securities). The Holder further understands that until such time as the Exercise Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the ActSecurities Act as contemplated by the Registration Rights Agreement, or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE”, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF , 20 . “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE , 2010, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as Each certificate representing the Secondary Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then shall be immediately sold, each certificate issued endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY legend (in addition to any legend required under applicable state securities laws): THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE “SECURITIES ACT”), ) OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THE SECURITIES THIS SECURITY MAY NOT BE OFFEREDTRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED: (A) IN THE ABSENCE OF (1) PURSUANT TO 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 (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS OR (3) DELIVERY TO THE COMPANY HAS RECEIVED OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. 6. Conditions Precedent to Closing. 6.1 Conditions to Investor’s Obligations. The obligations of the Investor to purchase the Secondary Shares from the Selling Shareholders are subject to the satisfaction, or the waiver by the Investor, on or prior to the Closing Date, of the following conditions: (i) successful completion of the Public Offering and the listing of the ADSs on the NASDAQ Global Market by June 30, 2010; (ii) the representations and warranties of the Selling Shareholders contained herein shall be true and complete when made and shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been held true and complete as of such particular date; (iii) the Selling Shareholders shall have performed in all material respects all of their covenants and agreements required to be performed by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated them under the Securities Act), this Agreement on or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory prior to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.Closing;

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date Sellers understand that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise evidencing such shares of this Warrant will Nordstrom Stock shall bear a legend substantially in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR AND ARE ACQUIRED BY THE 35 - 35 - UNOFFICIAL ENGLISH TRANSLATION FOR INFORMATION PURPOSE ONLY. DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE HOLDER PURSUANT TO A REPRESENTATION THAT THE HOLDER IS NOT A U.S. PERSON AND IS NOT ACQUIRING THE SECURITIES LAWS FOR THE ACCOUNT OR BENEFIT OF ANY STATE OR OTHER JURISDICTIONU.S. PERSON. THE SECURITIES THESE SHARES MAY NOT BE OFFEREDPLEDGED, HYPOTHECATED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED OFFERED FOR SALE EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT UPON DELIVERY 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 OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSACTION DOES TRANSFER. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT REQUIRE REGISTRATION UNDER BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a and Nordstrom will instruct any transfer agent not to register the transfer of Shares issued upon any of Sellers' shares of Nordstrom Stock unless the exercise shares have been registered as provided in this Section 6 or the conditions specified in the foregoing legend have been satisfied. All transactions, transfers and dispositions involving shares of this Warrant in reliance on Rule 144 promulgated under Nordstrom Stock must comply with the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate requirements of the Company (as defined in Rule 144 promulgated under the Act) Securities Act and a certification as to the length applicable securities laws of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate any relevant state of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateUnited States.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Redemption Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Redemption Shares, as applicable, shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF OR EXERCISED UNLESS (1I) PURSUANT TO AN EXEMPTION FROM A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSSHALL HAVE BECOME EFFECTIVE, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH OTHER APPLICABLE LAWSSECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 29, 2008, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND A HOLDER OF ITS OUTSTANDING SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until such time as the Shares issued upon the conversion of (a) Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. Each certificate for Warrant Stock issuable hereunder shall bear a legend as follows until such securities have been sold pursuant to an effective registration statement under the Securities Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE "THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDSTATE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR (2) TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE (b) Except as otherwise provided in this Section 9, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS COMMON STOCK PURCHASE WARRANT 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 THE COMPANY THAT SUCH TRANSACTION DOES REPRESENTED HEREBY HAVE NOT REQUIRE REGISTRATION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateTHE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT."

Restrictive Legend. Until such time as The share certificates for the Ordinary Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, acquired hereunder shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Securities Act or if the Holder delivers to the Founder Holdco an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Founder Holdco, that such shares do not require registration under the Securities Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF JANUARY 15, 2010, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Securities Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated Holder) and reasonably acceptable to the Founder Holdco, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 26, 2008, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND A CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until Each certificate representing Restricted Shares shall be stamped or otherwise imprinted with a legend substantially in the following form, together with such other legends required by the Merger Agreement or applicable law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON DISPOSITION AND OTHER RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 18, 2013, AMONG GENTIVA HEALTH SERVICES, INC., THE STOCKHOLDER REPRESENTATIVE AND THE STOCKHOLDERS PARTY THERETO.” At the end of the Restricted Period, upon request by a Stockholder, Parent shall promptly remove or take all appropriate action as may be required to remove the foregoing legend from any certificate or book entry evidencing Restricted Shares held by such Stockholder, including any certificate or book entry held by a transfer agent on behalf of such Stockholder. Upon request by a Stockholder at any time as the after any Stockholder Shares issued upon the conversion of this Warrant have been held by such Stockholder may be sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated (or any successor provision) under the Act without any restriction as to the number of securities as Securities Act, Parent shall promptly, upon such Stockholder’s delivery of a particular date that can then customary Rule 144 representation letter to Parent and its counsel, remove or take all appropriate action as may be immediately soldrequired to remove, each from any certificate issued or book entry evidencing such Stockholder Shares (including any certificate or book entry held by a transfer agent on behalf of such Stockholder), any legend required by the Merger Agreement or applicable law with respect to Shares issued upon requiring registration or an exemption from registration to sell or offer such Stockholder Shares; provided, however, that, if at the exercise time of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933such request, AS AMENDED either (THE i) such Stockholder is an “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company affiliate” (as defined in Rule 144 promulgated under 144) of Parent or was an affiliate of Parent at any time during the Act) and a certification as to 90-day period immediately preceding the length of time the applicable equity interests have been held. Upon receipt date of such representation letterrequest, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal or (ii) such Stockholder has held such Stockholder Shares for a period of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more greater than six months but less than one year where the Holder is not(calculated in accordance with Rule 144), and has not been then Parent shall have no obligation to remove any such legend except in the preceding three months, an affiliate connection with a sale of the Company (as defined applicable Stockholder Shares by such Stockholder in accordance with Rule 144 promulgated under (including the Securities Actdelivery to Parent and its counsel of customary Rule 144 seller and broker representation letters), with any replacement “balance” certificate or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of book entry retaining such legend from Shares at any time such legend is no longer appropriateor applicable book entry notation.

Restrictive Legend. Until such time as The certificates or book entry position representing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 8.1 and the related notation in the Company’s stock books shall be removed and the Company shall issue a transfer certificate or book entry position without such legend or any other legend to the holder of the Shares issued upon or issue to such holder by electronic delivery at the exercise of this Warrant in reliance on Rule 144 promulgated applicable balance account at the Depository Trust Company, if (i) the Shares are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144, or (iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated under becoming available for the Actresale of Shares, including, as may be appropriate, a certification that such Holder is not an affiliate of without the requirement for the Company (as defined to be in compliance with the current public information required under Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter144, the Company shall (at the Company’s expense), upon the written request of Investor, cause its counsel to issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate or book entry position representing the Shares without any restrictive or other legends, if requested by such transfer agent. Notwithstanding anything in this Agreement to the contrary, promptly remove following the restrictive legend on Sharesone-year anniversary of the Closing Date, and the Company shall bear all costs associated with the removal of such remove any legend from Shares. At such time as the certificates or book-entry position representing the Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been then held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendInvestor. The Company shall cooperate be responsible for the fees of its transfer agent and counsel to the Company associated with the Holder to effect the any such removal of such legend from Shares at any time such legend is no longer appropriaterestrictions or other legends.

Restrictive Legend. Until such time as (i) The Purchaser understands that the Shares issued upon certificates evidencing the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: THE “THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES SECURITIES, OR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS 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 WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE SECURITIES ACT OR SUCH AND OTHER APPLICABLE LAWS. IN ADDITION, THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTIONS 10-5-9 AND 10-5-11, AS APPLICABLE, OF THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.” (ii) In connection with a addition, the Purchasers acknowledge that each certificate for Shares shall bear any additional legend required by any other applicable domestic or foreign securities or blue sky laws. (iii) The Company will direct its transfer of agent and registrar to maintain stop transfer instructions on record for the Shares issued until it has been notified by the Company, upon the exercise advice of this Warrant in reliance on Rule 144 promulgated under the Actcounsel, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such instructions may be waived consistent with the Securities Act and applicable domestic and foreign securities laws. Such stop transfer instructions will limit the method of sale is made in compliance of the Shares, consistent with Rule 144 promulgated or other available exemptions from registration under the Securities Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the 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 on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold Any transfers other than pursuant to an effective a registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer Act will require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of and its counsel prior to such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfers.

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear have received either an opinion of counsel or the "no-action" letter referred to in Section 4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all costs associated with of the removal Registrable Securities and, if required under the terms of such legend from Sharesarrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in order to effect a pledge, the Company shall cause its counsel, at no cost to the Purchasers, to issue an opinion of counsel to the Company's transfer agent. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such time reasonable documentation as Shares issued upon a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the conversion Registrable Securities, including the preparation and filing of this Warrant any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock underlying the Series A Convertible Preferred Stock and Warrants shall not contain any legend (Ai) have been sold while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such shares pursuant to Rule 144, or (iii) if such shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of Series A Convertible Preferred Stock or a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement under to cover the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate resale of the Company (as defined in underlying shares, or if such underlying shares of Common Stock may be sold under Rule 144 promulgated 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act), or Act (Cincluding judicial interpretations thereof) no longer require then such restrictive legend on Shares, as set forth in an opinion underlying shares shall be issued free of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendlegends. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock 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 legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until such time as (a) Each certificate representing any of the New Junior Notes and the Exchange Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, AN OPINION OF COUNSEL FOR THE “SECURITIES ACT”)HOLDER, OR SATISFACTORY TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY COMPANY, THAT SUCH REGISTRATION IS NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES ACT, IN EACH CASE AND EXCHANGE COMMISSION. THESE SECURITIES SHALL NOT BE TRANSFERRED OR PLEDGED EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE SECTION VI OF A TRANSACTION EXEMPT FROM REGISTRATIONCERTAIN EXCHANGE AGREEMENT DATED AS OF DECEMBER 18, UNLESS 2003 WITH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection COMPANY. (b) Each certificate representing any of the Warrants or the Warrant Shares shall be stamped or otherwise imprinted with a transfer of Shares issued upon legend in substantially the exercise of this form as provided in the Warrants or the Warrant Agreement (in reliance on Rule 144 promulgated addition to any legend required under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as applicable state securities laws). (c) An appropriate "stop transfer" order may be appropriate, a certification that placed with the Company's transfer agent to each such Holder is not certificate referenced in Sections 6.2(a) or 6.2(b). (d) Any legend endorsed on an affiliate of instrument pursuant to Sections 6.2(a) or 6.2(b) hereof and the Company (as defined in Rule 144 promulgated under the Act) and a certification as stop transfer instructions with respect to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company Restricted Securities shall promptly remove the restrictive legend on Sharesbe removed, and the Company shall bear all costs associated with issue an instrument without such legend to the removal holder of such legend from Shares. At Restricted Securities, if (i) such time as Shares issued upon Restricted Securities are registered under the conversion 1933 Act and a prospectus meeting the requirements of this Warrant the 1933 Act is available (Aprovided that, if all of the shares represented by the certificate(s) have not been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where conclusion of the Holder is notoffering period, the holder of the Restricted Securities shall submit to the Company all certificates representing securities from which the legends were removed but that were not sold in the offering, and has not been in the preceding three months, an affiliate of the Company (as defined shall, with respect to those remaining securities, reissue certificates representing them but with an appropriate restrictive legend and stop transfer order, all in Rule 144 promulgated under the Securities Actaccordance with Sections 6.2(a), 6.2(b) or 6.2(c) hereof), or (Cii) no longer require such restrictive legend on Shares, as set forth in holder provides the Company with an opinion of counsel who shall be reasonably satisfactory to the Company, if in form and substance reasonably satisfactory to the restrictive legend is still in placeCompany, the Company agreesthat a public sale, upon request transfer, or assignment of such HolderRestricted Securities may be sold to the public without registration, or (iii) such Restricted Securities may be sold to take all steps necessary the public without restriction pursuant to promptly effect Rule 144 promulgated under the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at 1933 Act or any time such legend is no longer appropriatesimilar provision.

Restrictive Legend. Until Each certificate representing the Preferred Stock, the Conversion Stock or any other securities issued in respect of such time as the Shares issued stock upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Actany stock split, stock dividend, recapitalization, merger, or Shares issued upon similar event, shall (unless otherwise permitted by the exercise provisions of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Section 4 below) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend legends in substantially the following form: form (in addition to any legends required by agreement or by applicable state securities laws): THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT IS IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND EFFECT AS TO SUCH TRANSFER OR IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE RULE 144 OR RULE 701 OR REGISTRATION UNDER THE SECURITIES ACT OR IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH OTHER APPLICABLE LAWSTRANSFER TO COMPLY WITH THE ACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the ActTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, the A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS UPON TRANSFER ARE BINDING ON TRANSFEREES OF THESE SHARES. Each Holder or its broker shall deliver consents to the Company making a broker representation letter providing notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement. The Company any information shall be obligated to reissue promptly certificates removing the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate first of the Company (as defined in Rule 144 promulgated under above legends at the Act) and a certification as to the length request of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by any Holder if the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in shall have obtained an opinion of counsel reasonably satisfactory acceptable to the CompanyCompany to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, if qualification or legend and will remove the restrictive second legend is still in place, the Company agrees, upon request termination of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatethis Agreement.