Common use of Share Legend Clause in Contracts

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's CounselHOLDER'S COUNSEL"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for of Warrant Shares issued upon exercise of this Warrant shall bear and any Common Stock issued upon conversion of the legend set forth belowWarrant Shares, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear a legend substantially as follows or similar legend as determined in good faith by the Company’s Board of Directors: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR APPLICABLE STATE SECURITIES ACT"), LAWS AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACTACT OF 1933, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYAS AMENDED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED THAT THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need no longer need to be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF TRANSFERRED, PLEDGED, HYPOTHECATED EXCEPT PURSUANT TO (1I) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.of

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF TRANSFERRED, PLEDGED, HYPOTHECATED EXCEPT PURSUANT TO (1i) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.of

Share Legend. Each certificate for evidencing Unsubscribed Shares, Put Option Premium Shares and Rights Offering Shares issued hereunder, and each certificate issued in exchange for or upon exercise the Transfer of this Warrant any such shares, shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON DATE OF ISSUANCE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by Reorganized Chesapeake or its agent, or DTC, and the term “Legend” shall include such restrictive notation. Reorganized Chesapeake shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the share register or other appropriate Reorganized Chesapeake records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANYin the case of uncertified shares), THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued upon request, at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear . Reorganized Chesapeake may reasonably request such legend unless, in certificates or other evidence that such restrictions no longer apply as a condition to removing the opinion (in form Legend and substance reasonably satisfactory to will obtain any necessary legal opinions at the Company) of counsel selected by the Holder of such certificate ’s or Reorganized Chesapeake’s cost and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Actexpense.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY “THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 22, 2006, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by or reasonably satisfactory to, the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth below, unless Holder's ’s Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("“Holder's ’s Counsel"”), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth below, unless Holder's ’s Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("“Holder's ’s Counsel"”), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.. ARTICLE II WARRANT AGENCY; TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) FOR VALUE UNLESS A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED BECOME EFFECTIVE WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE ACT AND SUCH STATE SECURITIES LAWS OR IN THE OPINION OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION CORPORATION THERE IS EXEMPT AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR SUCH REGISTRATION IS NOT OTHERWISE REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in unless the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder holder of such certificate shall have delivered to the Company an opinion of counsel, in writing and who is addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company ("Holder's Counsel"Company), that the securities represented thereby need no longer be subject to restrictions on resale under the Securities ActAct or any state securities laws.

Share Legend. Each Except for any Backstop Shares being issued pursuant to Section 1145, if any, each certificate for evidencing Backstop Shares or Equity Commitment Shares issued hereunder, and each certificate evidencing Rights Offering Shares that were not pursuant to Section 1145, and each certificate issued in exchange for or upon exercise the Transfer of this Warrant any such shares, shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by Monitronics or its transfer agent and the term “Legend” shall include such restrictive notation. Monitronics shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the share register or other appropriate Monitronics records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANYin the case of uncertificated shares), THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued upon request, at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear . Monitronics may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each If issued in certificated form, each certificate evidencing shares of Reorganized Key Common Stock acquired by the Backstop Participants (including any Related Purchaser) hereunder or in connection with the Rights Offering, and each certificate issued in exchange for Shares issued or upon exercise the transfer, sale or assignment of this Warrant any such securities, shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE ISSUANCE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“SECURITIES ACT"), AND ”) OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED TRANSFERRED, OR OTHERWISE TRANSFERRED OR DISPOSED ASSIGNED (I) IN THE ABSENCE OF EXCEPT PURSUANT TO (1A) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ACT OR (2B) UPON DELIVERY OF AN AVAILABLE EXEMPTION FROM, OR IN A LEGAL OPINION TO THE COMPANYTRANSACTION NOT SUBJECT TO, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS OR BLUE SKY LAWS BASED ON ADVICE OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE.” In the event of any uncertificated shares, such shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. Any certificate issued The Legend (or restrictive notation) set forth above shall be removed from the certificates evidencing any such securities (or the records, in the case of uncertified shares) at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant Legend cease to a registration statement under be applicable following written notice by the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory holder thereof to the Company) of counsel selected by the Holder of . The Company may reasonably request such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")opinions, the securities represented thereby need certificates or other evidence that such restrictions no longer be subject to restrictions on resale under the Securities Actapply.

Share Legend. Each certificate for evidencing all Direct Allocation Shares and Unsubscribed Shares that are issued upon exercise of in connection with this Warrant Agreement shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such Direct Allocation Shares or Unsubscribed Shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such Direct Allocation Shares or Unsubscribed Shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by Holdings or its transfer agent and the term “Legend” shall include such restrictive notation. Holdings shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued in the case of uncertified shares) at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear Act without volume or manner of sale restrictions. Holdings may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions or conditions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend. For the avoidance of doubt, none of the Subscription Shares or New Common Stock issued in satisfaction of the Backstop Commitment Premium shall include the Legend.

Share Legend. Each certificate for evidencing the QP Private Placement Shares, the Unsubscribed Shares and the Available Shares, if any, issued hereunder and the New Common Shares issued in satisfaction of the Commitment Premium, and each certificate issued in exchange for or upon exercise the Transfer of this Warrant shall bear any such shares, to the legend set forth below, unless Holder's Counsel extent that such shares are “restricted securities” (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered Rule 144 under the Securities Act) shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Reorganized Company or agent and the term “Legend” shall include such restrictive notation. The Reorganized Company shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the share register or other appropriate Reorganized Company records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANYin the case of uncertified shares), THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued upon request, at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear . The Reorganized Company may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 18,1997, BETWEEN THE COMPANY AND THE HOLDERS LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable satisfactory to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares are being acquired solely for the Holder's own account, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account, for investment, and not with a view toward distribution or resale except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth belowShares, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "This security has not been registered under the Securities Act of 1933, AS AMENDED (THE "SECURITIES ACT")as amended, AND MAY NOT BE OFFEREDand may not be sold or offered for sale unless registered under said Act and any applicable state securities laws or unless an exemption from such registration is available or upon delivery of an opinion of counsel or other evidence reasonably satisfactory to Rite Aid Corporation that such registration is not required. This security is also subject to and has the benefit of a Registration Rights Agreement dated as of June 27, SOLD2001 between the Holder and Rite Aid Corporation, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. copies of which are on file with Rite Aid Corporation." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate (who may be an employee of such Holder) and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Warrant Shares issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear a legend substantially as follows or similar legend as determined in good faith by the Company’s Board of Directors: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR APPLICABLE STATE SECURITIES ACT"), LAWS AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACTACT OF 1933, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYAS AMENDED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED THAT THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need no longer need to be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this Warrant shall bear the legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("“Holder's Counsel"”), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares representing shares of Common Stock or any other securities issued upon exercise of this Warrant shall bear the a legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory substantially to the Company that following effect unless such legend is not required shares or at the time of exercise such Shares are other securities have been registered under the Securities ActAct and any other applicable federal and state securities laws: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE HYPOTHECATED, UNLESS REGISTERED UNDER THE ACT AND OTHER APPLICABLE FEDERAL OR STATE SECURITIES ACTLAWS, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR UPON DELIVERY TO THE ISSUER OF THE UNITED STATES OR (2) UPON DELIVERY SECURITIES REPRESENTED HEREBY OF A LEGAL AN OPINION TO THE COMPANY, OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS ISSUER OF THE SECURITIES REPRESENTED HEREBY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY OR SUCH OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWSLAWS PURSUANT TO AVAILABLE EXEMPTIONS THEREFROM. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company (THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS HEREOF."Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant Warrant, unless at the time of exercise such shares are registered under the Securities Act of 1993 shall bear the legend set forth belowfollowing legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless Holder's Counsel (as defined below) shall render registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and substance scope reasonably satisfactory to the Company that registration, qualification or other such legend is actions are not required under any such laws. The offering of this security has not been reviewed or at approved by any state securities administrator. This security is also benefited by and subject to a Registration Rights Agreement dated as of October 28, 1998 between the time Company and the other parties listed therein, copies of exercise such Shares which are registered under on file with the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Company and will be furnished upon written request and without charge." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities ActAct of 1933) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder holder of such certificate (who may be an employee of such holder) and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.Act of 1933. Subject to the restrictions set forth above, a registered holder may transfer Warrants by completing the Transfer Form on the back of this certificate. If fewer than all of the Warrants represented by this certificate are to be transferred, the number being transferred should be inserted in the Transfer Form, and a separate certificate for the Warrants being retained will be issued to the transferor. Warrants may be combined into one or more new certificates or may be subdivided into a number of certificates as desired by the holder. If there is to be a change of name of the registered holder in such combination or division, it is necessary to complete the Transfer Form in order to obtain new certificates. Warrants may be transferred, subdivided or combined at the principal corporate office of American Stock Transfer & Trust Company in New York, New York. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE WARRANT AGENT. Dated: -------------- VISTA ENERGY RESOURCES, INC. By: ------------------------------------ Name: , President ----------------------- By: ------------------------------------ Name: , Secretary ----------------------- Countersigned and Registered: ------------------------------- Warrant Agent By: --------------------------- Authorized Signature Void after November 1, 2002 PURCHASE FORM TO VISTA ENERGY RESOURCES, INC. The undersigned hereby irrevocably subscribes for Common Shares of Vista Resources, Inc. as indicated below. NUMBER OF COMMON SHARES SUBSCRIBED FOR ---------------------------- ---------------------------- TOTAL PRICE $________________ Payment of the purchase price must be made in full at the time of purchase either in cash or by certified or official bank check or bank draft payable to the order of Vista Resources. Inc. NAME AND ADDRESS -------------------------- ---------------------------- OF PERSON IN WHOSE (Name) NAME PURCHASED COMMON SHARES ARE -------------------------- TO BE REGISTERED (Address) ---------------------------- Please check if share certificates representing Common Shares purchased are to be delivered at the office of the Warrant Agent where this certificate is surrendered failing which the share certificates will be mailed. ---------------------------- ----------------------------

Share Legend. Each certificate for evidencing all Direct Allocation Shares and Unsubscribed Shares that are issued upon exercise of in connection with this Warrant Agreement shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such Direct Allocation Shares or Unsubscribed Shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such Direct Allocation Shares or Unsubscribed Shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by Holdings or its transfer agent and the term “Legend” shall include such restrictive notation. Holdings shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued in the case of uncertified shares) at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear Act without volume or manner of sale restrictions. Holdings may reasonably request such legend unlessopinions, in certificates or other evidence that such restrictions or conditions no longer apply as a condition to removing the opinion (in form and substance reasonably satisfactory to Legend. For the Company) avoidance of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")doubt, the securities represented thereby need no longer be subject to restrictions on resale under (i) Subscription Shares and (ii) New Common Stock issued in satisfaction of the Securities ActBackstop Commitment Premium shall not include the Legend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 25, 1997, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (in form and substance who may be an employee of such holder) reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant Warrant, unless at the time of exercise such shares are registered under the Securities Act of 1993 shall bear the legend set forth belowfollowing legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless Holder's Counsel (as defined below) shall render registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and substance scope reasonably satisfactory to the Company that registration, qualification or other such legend is actions are not required under any such laws. The offering of this security has not been reviewed or at approved by any state securities administrator. This security is also benefited by and subject to a Registration Rights Agreement dated as of ____________, 1998 between the time Company and the other parties listed therein, copies of exercise such Shares which are registered under on file with the Securities Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Company and will be furnished upon written request and without charge." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities ActAct of 1933) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder holder of such certificate (who may be an employee of such holder) and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.Act of 1933. Subject to the restrictions set forth above, a registered holder may transfer Warrants by completing the Transfer Form on the back of this certificate. If fewer than all of the Warrants represented by this certificate are to be transferred, the number being transferred should be inserted in the Transfer Form, and a separate certificate for the Warrants being retained will be issued to the transferor. Warrants may be combined into one or more new certificates or may be subdivided into a number of certificates as desired by the holder. If there is to be a change of name of the registered holder in such combination or division, it is necessary to complete the Transfer Form in order to obtain new certificates. Warrants may be transferred, subdivided or combined at the principal corporate office of ______________, in _______________, ______. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE WARRANT AGENT Dated: VISTA ENERGY RESOURCES, INC. ------------------ By: ------------------------------- Name: , President ----------------------------- By: ------------------------------- Name: , Secretary ----------------------------- Countersigned and Registered: ------------------------------ Warrant Agent By: --------------------------- Authorized Signature Void after , 2002 ------------------- PURCHASE FORM TO VISTA ENERGY RESOURCES, INC. The undersigned hereby irrevocably subscribes for Common Shares of Vista Resources, Inc. as indicated below. NUMBER OF COMMON SHARES SUBSCRIBED FOR ------------- TOTAL PRICE $ ------------------- ------------- Payment of the purchase price must be made in full at the time of purchase either in cash or by certified or official bank check or bank draft payable to the order of Vista Resources. Inc.

Share Legend. Each certificate for Shares evidencing the Unsubscribed Stapled Securities and the Private Placement Stapled Securities that are issued upon exercise of in connection with this Warrant Agreement shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such Unsubscribed Stapled Securities or Private Placement Stapled Securities are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such Unsubscribed Stapled Securities or Private Placement Stapled Securities shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate Company records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued in the case of uncertified shares) at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear Act without volume or manner of sale restrictions. The Company may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions or conditions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY “THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST _____, 2006, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by or reasonably satisfactory to, the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares In the event the shares of New Common Stock distributed pursuant to this Agreement are issued upon exercise in reliance on section 4(a)(2) of this Warrant shall bear the legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Act, each certificate evidencing all shares of New Common Stock issued hereunder, including any certificate evidencing shares of New Common Stock that may be issued in satisfaction of the Commitment Premium and in reliance on section 4(a)(2) of the Securities Act as provided herein, and each certificate issued in exchange for or upon the Transfer of any such shares, shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such shares are uncertificated, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR such shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate Company records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANYin the case of uncertified shares), THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued upon request, at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear . The Company may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 25, 1997, BY AND AMONG THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution ______________________________________ Footnote continued from previous page. 158 pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (in form and substance who may be an employee of such holder) reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY “THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE OFFERED FOR SALE UNLESS REGISTERED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS SECURITY IS ALSO SUBJECT TO AND HAS THE BENEFIT OF (1) A WARRANTHOLDERS RIGHTS AGREEMENT DATED AS OF JANUARY 17, 1997 AMONG PERINI CORPORATION AND THE INITIAL WARRANTHOLDERS LISTED ON THE SIGNATURE PAGES THEREOF AND (2) A SECURITYHOLDERS AGREEMENT DATED AS OF JANUARY 17, 1997 AMONG PERINI CORPORATION AND THE SERIES B SHAREHOLDERS AND INITIAL WARRANTHOLDERS LISTED ON THE SIGNATURE PAGES THEREOF COPIES OF EACH OF WHICH ARE ON FILE WITH PERINI CORPORATION.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder holder of such certificate (who may be an employee of such holder) and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities ActAct or the Holder has furnished the Company with an opinion of counsel as set forth in the following paragraph, shall bear the following legend: "THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO BENEFITTED BY AND SUBJECT TO A SECURITIES PURCHASE AGREEMENT, DATED AS OF JANUARY 15, 1997, BETWEEN XXXXXXXXX INDUSTRIES, INC. AND THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES OR (2) UPON DELIVERY STATES, A COPY OF A LEGAL OPINION TO THE COMPANYWHICH IS ON FILE WITH XXXXXXXXX INDUSTRIES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. INC." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder holder of such certificate (who may be an employee of such holder) and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY “THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 18, 2006, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by or reasonably satisfactory to, the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel")Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each stock certificate for subject to this agreement and proxy will contain a conspicuous legend indicating the existence of the irrevocable proxy, and in the case of uncertificated Shares issued upon exercise a notation of this Warrant shall bear the legend set forth below, unless Holder's Counsel (as defined below) shall render an opinion irrevocable proxy will be contained in form and substance reasonably satisfactory the notice sent pursuant to Section D of Article 2.19 of the Texas Business Corporations Act with respect to the Company that such Shares. The legend is not required or at the time of exercise such Shares are registered under the Securities Actnotice will read substantially as follows: THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT AND LIMITED IRREVOCABLE PROXY, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION AND IS AVAILABLE UPON REQUEST), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH VOTING AGREEMENT AND LIMITED IRREVOCABLE PROXY. ANY ATTEMPTED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IN COMPLIANCE WITH THE SECURITIES ACT TERMS AND CONDITIONS OF 1933SUCH AGREEMENT AND PROXY SHALL BE VOID AND OF NO FORCE AND EFFECT. If the Voting Agreement and Irrevocable Limited Proxy terminate due the Company no longer being a Minority Business Enterprise pursuant to the National Minority Supplier Development Council or successor entity other than due to action taken by the Shareholder, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing the Shareholder shall have the right to have such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need no longer be subject to restrictions on resale under the Securities Actremoved.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 31, 1997, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (in form and substance who may be an employee of such holder) reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ADMINISTRATOR." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (in form and substance who may be an employee of such Holder) reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for evidencing all Rights Offering Shares, Unsubscribed Shares and New EP Common Shares issued upon exercise in satisfaction of the Commitment Premium, in each case, that are issued in connection with this Warrant Agreement, shall bear be stamped or otherwise imprinted with a legend (the legend set forth below, unless Holder's Counsel (as defined below“Legend”) shall render an opinion in form and substance reasonably satisfactory to substantially the Company that such legend is not required or at the time of exercise such Shares are registered under the Securities Actfollowing form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES ACT")LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED IN THE ABSENCE OF EXCEPT PURSUANT TO (1) A AN EFFECTIVE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such Rights Offering Shares, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR Unsubscribed Shares or New EP Common Shares are uncertificated, such Rights Offering Shares or Unsubscribed Shares shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (2or restrictive notation, as applicable) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANYset forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate Company records, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate issued in the case of uncertified shares) at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear Act without volume or manner of sale restrictions. The Company may reasonably request such legend unlessopinions, in the opinion (in form and substance reasonably satisfactory to the Company) of counsel selected by the Holder of certificates or other evidence that such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need restrictions or conditions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant shall bear the legend set forth belowWarrant, unless Holder's Counsel (as defined below) shall render an opinion in form and substance reasonably satisfactory to the Company that such legend is not required or at the time of exercise such Shares shares are registered under the Securities Act, shall bear the following legend: THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO THE COMPANY, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE COMPANYCOMPANY THAT REGISTRATION, THAT QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSADMINISTRATOR. THIS SECURITY IS ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 31, 1997, BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (in form and substance which may be an employee of such holder) reasonably satisfactory to the Company) of counsel selected by the Holder of such certificate and who is reasonably acceptable to the Company ("Holder's Counsel"), the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.