Common use of Transfer Clause in Contracts

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under transferrable by the Securities ActHolder, except with the prior written consent of the Corporation. Notwithstanding the foregoing, the Company Holder may requireassign and transfer all of its rights, as a condition benefits, duties and obligations under this Certificate in their entirety, without the consent of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may beCorporation, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such the Holder; (ii) provided that no such assignment shall relieve the Holder of any of its obligations hereunder. The Corporation may not transfer all or transferee execute any interest in this Warrant Certificate, except as explicitly set forth in Section 4 and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer 5 of this Warrant Certificate. Any Transfer of the Warrants and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Corporation to be maintained for such purpose, upon surrender of this Warrant Certificate at the principal office of the Company referred to in Section 2.1 Corporation or the office or agency designated by the Company as provided hereinCorporation pursuant to Section 14.2, together with a written assignment of this Warrant the Warrants substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferTransfer. Upon such surrender and, if required, such payment, the Company Corporation shall execute and deliver a new Warrant or Warrants Certificate in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, assignment and shall issue to the assignor a new Warrant Certificate evidencing the portion number of this Warrant Warrants not so assigned, and this Warrant Certificate shall promptly be cancelled. Following a transfer Transfer that complies with the requirements of this Section 3.1, the Warrant Warrants may be exercised by a new Holder for the purchase of shares of Common Stock Warrant Shares regardless of whether the Company Corporation issued or registered a new Warrant Certificate on the books of the CompanyCorporation. In connection The Warrants are, and Warrant Shares will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and, if in the future the Holder decides to offer, resell, pledge or otherwise transfer such securities, it will do so only (a) to the Corporation; (b) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with applicable local laws and regulations; (c) in compliance with (i) Rule 144A under the U.S. Securities Act, if available, to a Person the seller reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the U.S. Securities Act) that is purchasing for its own account or for the account of one or more "qualified institutional buyers" and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance upon Rule 144A under the U.S. Securities Act, or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with any transfer of this Warrant or the resale applicable state Securities Laws of the Warrant Stock United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state Securities Laws of the United States, after (A) in the case of proposed transfers pursuant to Rule 144 (b) above, providing to Computershare Investor Services Inc., as transfer agent for the Corporation, (i) a declaration in the form that Computershare Investor Services Inc., as transfer agent for the Corporation, may reasonably prescribe from time to time, and (ii) if required by Computershare Investor Services Inc., as transfer agent for the Corporation, an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, or other than evidence satisfactory to the Corporation, that the proposed transfer may be effected without registration under the U.S. Securities Act, and (B) in the case of proposed transfers pursuant to (c)(ii) or (d) above, providing to Computershare Investor Services Inc., as transfer agent for the Corporation, and to the Corporation, an effective opinion of counsel of recognized standing reasonably satisfactory to the Corporation, to the effect that the proposed transfer may be effected without registration statement, under the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleU.S. Securities Act.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject (a) Subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawsecurities laws and the conditions set forth in Sections 1 and 7(c) hereof, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinCompany, together with a written assignment of this Warrant substantially in the form of Exhibit B attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a . (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer that complies with of the requirements Warrants. (c) If, at the time of the surrender of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In in connection with any transfer of this Warrant, the transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than shall not be registered pursuant to an effective registration statementstatement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee shall compensate of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for its reasonable expenses incurred opinions of counsel in connection with effectuating comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or resaleblue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer This Assignment constitutes either: (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish a valid transfer and assignment to the Company a written opinion Trust of counsel that is reasonably acceptable all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Company to Additional Accounts designated hereby, and all proceeds (as defined in the effect that UCC) of such transfer may be made without registration under the Securities Act Receivables and Insurance Proceeds relating thereto, and such Receivables and any applicable state lawproceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, except if such transfer is (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to an Affiliate of such Holderreceive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) that a valid and continuing security interest (as defined in the Holder UCC) in the Receivables now existing or transferee execute hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and deliver Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Company an investment representation letter in form Trust, which security interest is prior to all other Liens, and substance acceptable is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Company and substantially Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the form attached as Exhibit C heretoUCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) that if this Assignment constitutes the transferee be an "accredited investor" grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in Rule 501 the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (asubject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to be maintained for such purpose, upon surrender of this Warrant at perfect the principal office security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute "accounts" within the meaning of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleapplicable UCC.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants Buyer shall have the right to assign its rights and the Warrant Stock shall be freely transferabledelegate its obligations hereunder with respect to any portion of this Transaction, subject to compliance with this Section 3.1 Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and all applicable laws, including, but not limited documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Securities ActSeller with respect to any legal and regulatory requirements relevant to the Seller; provided further that Buyer shall not be released from its obligation to deliver a Exercise Notice. If, at as determined in Seller’s sole discretion, (i) its “beneficial ownership” (within the time meaning of Section 13 of the surrender Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Counterparty’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) exceeds 9%, Seller may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% or such Option Equity Percentage to 8.5% to any third party with a rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by M▇▇▇▇’▇ Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Seller. If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller of a sufficient number of Options to reduce (i) Seller’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Option Equity Percentage to 8.5% or less, Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Warrant in connection Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Option Equity Percentage following such partial termination will be equal to or less than 8.5%. In the event that Seller so designates an Early Termination Date with any transfer respect to a portion of this Warrant or Transaction, the resale provisions set forth above under paragraph 4 of “Additional Agreements, Representations and Covenants of Buyer, Etc.” shall apply in lieu of Section 6(d)(ii) and 6(e) of the Warrant Stock, Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Warrant Transaction and a Number of Options equal to the Terminated Portion and (ii) such Transaction were the only Terminated Transaction. In circumstances in which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Warrant Stock, as Transaction are not applicable, Seller may transfer any of its rights or delegate its obligations under this Transaction with the prior written consent of Buyer, which consent shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleunreasonably withheld.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer This Assignment constitutes either: (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish a valid transfer and assignment to the Company a written opinion Trust of counsel that is reasonably acceptable all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Company to Additional Accounts designated hereby, and all proceeds (as defined in the effect that UCC) of such transfer may be made without registration under the Securities Act Receivables and Insurance Proceeds relating thereto, and such Receivables and any applicable state lawproceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, except if such transfer is (y) the interest of the holder of the Transferor Certificate and (z) Chase USA’s right to an Affiliate of such Holderreceive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) that a valid and continuing security interest (as defined in the Holder UCC) in the Receivables now existing or transferee execute hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and deliver Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Company an investment representation letter in form Trust, which security interest is prior to all other Liens, and substance acceptable is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Company and substantially Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the form attached as Exhibit C heretoUCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) that if this Assignment constitutes the transferee be an "accredited investor" grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in Rule 501 the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (asubject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to be maintained for such purpose, upon surrender of this Warrant at perfect the principal office security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute “accounts” within the meaning of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleapplicable UCC.

Transfer. The Warrants All of the Purchaser’s rights and obligations hereunder with respect to the Warrant Stock shall Committed Purchase and Additional Purchase (including the Purchaser’s right to exercise the Additional Purchase) may be freely transferabletransferred or assigned, subject at any time and from time to compliance with this Section 3.1 and all applicable laws, includingtime, but not limited in no event later than immediately prior to the Securities Act. IfBusiness Combination Closing, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with to any entity that is an affiliate of SoftBank Group Corp., but not to other third parties (each such transferee or assignee, a “Transferee”). Upon any such transfer or assignment: (a) the foregoing provisionsapplicable Transferee shall execute a signature page to this Agreement, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B the Purchaser’s signature page hereto duly executed (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units permitted to be purchased by the Holder or Purchaser hereunder shall be reduced by the total number of Forward Purchase Units permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units”, and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units. For the avoidance of doubt, this Agreement need not be amended and restated in its agent or attorney entirety, but only Schedule A and funds sufficient to pay any transfer taxes payable the Purchaser’s signature page hereto need be so amended and updated and executed the Purchaser and the Company upon the making occurrence of any such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleTransferee Securities.

Transfer. (a) The Warrants rights of the Holder evidenced by a Definitive N Covered Bond and title to a Definitive N Covered Bond itself will pass by absolute assignment between the transferor and transferee with notification thereof to the Issuer and registration in the Register. Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, any applicable Agents and the Warrant Stock Registrar shall deem and treat the registered Holder of a Definitive N Covered Bond as the absolute Holder thereof and of the rights evidenced thereby. (b) The rights of the Holder evidenced by a Definitive N Covered Bond and title to a Definitive N Covered Bond itself shall be freely transferabletransferred upon the surrender of a Definitive N Covered Bond, subject to compliance together with this Section 3.1 the form of assignment and all applicable laws, including, but not limited to the Securities Act. Ifnotification duly completed and executed, at the time specified office of the surrender Registrar. In the case of this Warrant in connection with any a transfer of this Warrant or a Definitive N Covered Bond, a new Definitive N Covered Bond will be issued to the resale transferee upon request of the Warrant Stocktransferee. (c) Each new Definitive N Covered Bond to be issued upon transfer of a Definitive N Covered Bond will, this Warrant or within seven Business Days of delivery of such Definitive N Covered Bond and the Warrant Stockduly completed and executed form of assignment and notification, as applicable, shall not be registered available for resale under collection at the Securities Act, specified office of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may beRegistrar or, at the cost request of the Holder or transfereemaking such delivery and as specified in the relevant form of assignment, furnish be mailed at the risk of the new Holder entitled to the Company a written opinion of counsel that is reasonably acceptable new Definitive N Covered Bond to the Company to the effect that such transfer address as may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially specified in the form of Exhibit B hereto duly executed assignment. (d) Transfers will be effected without charge by or on behalf of the Holder Issuer or its agent the Registrar, but upon payment (or attorney and funds sufficient to pay any transfer taxes payable upon the making giving of such transfer. Upon such surrender andindemnity as may be required from the Issuer, if requiredany applicable Agents or the Registrar) in respect of any tax, such payment, duty or other charges which may be imposed in relation to it. (e) A Holder may not transfer a Definitive N Covered Bond (i) during the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue 15 Business Day period prior to the assignor a new Warrant evidencing Final Maturity Date (and the portion of this Warrant not so assigned15 Business Day period prior to the Extended Due for Payment Date, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder as applicable) or (ii) after such Definitive N Covered Bond has been called for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleredemption.

Transfer. The Warrants All of the Purchaser’s rights and obligations hereunder with respect to the Warrant Stock shall Committed Purchase and Additional Purchase (including the Purchaser’s right to exercise the Additional Purchase) may be freely transferabletransferred or assigned, subject at any time and from time to compliance with this Section 3.1 and all applicable laws, includingtime, but not limited in no event later than immediately prior to the Securities Act. IfBusiness Combination Closing, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with to any entity that is an affiliate of SoftBank Group Corp., but not to other third parties (each such transferee or assignee, a “Transferee”). Upon any such transfer or assignment: (a) the foregoing provisionsapplicable Transferee shall execute a signature page to this Agreement, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B the Purchaser’s signature page hereto duly executed (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares permitted to be purchased by the Holder or Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares”, and “Aggregate Purchase Price for Forward Purchase Shares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares. For the avoidance of doubt, this Agreement need not be amended and restated in its agent or attorney entirety, but only Schedule A and funds sufficient to pay any transfer taxes payable the Purchaser’s signature page hereto need be so amended and updated and executed the Purchaser and the Company upon the making occurrence of any such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleTransferee Securities.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject (a) Subject to compliance with this Section 3.1 and all applicable lawsthe conditions set forth herein, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderhereunder are assignable and transferable, in whole or in part. (b) The Holder agrees to give written notice to the Company before assigning or transferring this Warrant or transferring any Warrant Shares of such ▇▇▇▇▇▇’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall be entitled to assign or transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the foregoing provisions, shall be registered on the books terms of the Company notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be maintained endorsed on this Warrant or the book-entry record of ownership for such purposeWarrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon surrender by the Holder for the assignment, transfer, or disposition of the Warrant or Warrant Shares. (c) If the proposed assignment, transfer, or disposition of this Warrant at or such Warrant Shares described in the principal office of the Company referred written notice given pursuant to in this Section 2.1 8 may not be effected without registration or the office or agency designated by the Company as provided herein, together with a written assignment qualification of this Warrant substantially in the form of Exhibit B hereto duly executed by or such Warrant Shares, the Holder will limit the Holder’s activities in respect to such assignment, transfer, or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the disposition as are permitted by law. (d) Any permitted assignee or assignees and in the denomination specified in such instrument transferee of assignment, and shall issue to the assignor all or a new Warrant evidencing the portion of this Warrant not so assigned, shall succeed to the rights and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books benefits of the Company. In connection with any transfer initial Holder of this Warrant or under this Warrant, subject, however, to any limitations set forth in the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleLoan Agreement.

Transfer. 3.1 The Warrants Bonds may (subject to the provision of this Condition 3) be transferred to any person. 3.2 Without prejudice to the aforesaid any assignment and/or transfer of Bonds is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the Warrant Stock shall rules of any other stock exchange on which the Shares may be freely transferable, subject to compliance with this Section 3.1 listed at the relevant time) and all applicable lawslaws and regulations; (2) the approval of the shareholders of the Issuer in a general meeting if so required under, includingand in compliance with, the Listing Rules if such assignment and/or transfer is proposed to be made to a connected person of the Issuer. A Bondholder shall not be in breach of this Condition 3.2 if it does not know, nor does it have reasonable cause to believe after having made due enquiries, that the transferee is a connected person of the Issuer. 3.3 Any assignment or transfer of a Bond shall be of the whole or any part (being an authorised denomination) of the outstanding principal amount of the Bond. Title to the Bonds passes only upon the entry on the Register of the relevant transfer. The Issuer shall use all reasonable endeavours to facilitate any such assignment or transfer of the Bonds, including but not limited to making any necessary applications to the Securities Act. IfStock Exchange for approval, at if required under the time of the surrender of this Warrant in connection with Listing Rules. 3.4 In relation to any assignment and/or transfer of a Bond permitted under or otherwise pursuant to this Warrant Condition 3: (a) A Bond (or any part thereof) may only be transferred by execution by the resale transferor and the transferee (or their duly authorised representatives) of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition form of allowing such transfer (i"Transfer Form") that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached annexed hereto as Exhibit C hereto; and Annexure II (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in partsuch other form as may be approved by the Issuer, in accordance with such approval not to be unreasonably withheld or delayed, either generally or on a case-by-case basis). In this Condition, "Transferor" shall, where the foregoing provisionscontext permits or requires, include joint transferors and shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleconstrued accordingly.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit EXHIBIT C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit EXHIBIT B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. 8.1 The Warrants Conveyancers shall pass transfer of the Property to the Purchaser as soon as is reasonably practicable after the Approval Date, provided the Purchaser has secured the payment of the purchase price, paid the transfer costs and any occupational rental and/or levies and/or other charges due prior to transfer, or has secured payment to the Warrant Stock reasonable satisfaction of the Seller. 8.2 The Purchaser shall, within 7 (seven) days of being called upon to do so by the Conveyancers: - 8.2.1 pay to the Conveyancers all costs and disbursements incidental to the passing of transfer to the Purchaser, including bond costs, bank charges, and a pro rata share of the rates and levies; and 8.2.2 furnish all necessary information and documentation and sign all such documentation as is required to prepare for and effect registration of transfer into the name of the Purchaser. 8.3 No liability of any nature whatsoever shall attach to the Seller arising out of any delays in effecting transfer of the Property to the Purchaser. 8.4 The Purchaser shall be freely transferableobliged to accept transfer of the Property subject, subject to compliance with this Section 3.1 inter alia, to: - 8.4.1 the conditions, reservations and all applicable laws, including, but not limited servitudes which burden the Property; 8.4.2 any change in the description of the Property; 8.4.3 a condition registered against the title deed to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company Property to the effect that the Property, or any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association first having been obtained (provided that the Association’s consent shall not be required for the first transfer of any property from the Seller nor for the simultaneous mortgage of any such property). 8.4.4 the conditions in favour of the Seller and the Association as set out in this Contract as the Seller may in its sole discretion require and in such form as the Registrar of Deeds may permit. 8.5 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amount s SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the Property, in terms of this contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then in that event, the Purchaser shall be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Contract should the Purchaser not rectify such breach as contemplated in clause 20 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall be deemed to be delaying the registration of transfer which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.6 The Purchaser acknowledges that: 8.6.1 The documentation necessary to effect transfer of the Property to the Purchaser may be made lodged with the Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without registration under the Securities Act and any applicable state lawentire set being withdrawn; 8.6.2 If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, except if such transfer is due to an Affiliate of such Holder; (ii) the fact that the Holder or transferee execute and deliver Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the Company an investment representation letter in form and substance acceptable loss if interest that would have accrued to the Company and substantially Seller on the purchase price of the properties in the form attached set, from date of the withdrawal of the set until the date of its relodgement and registration; 8.6.3 The Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (including the aforesaid interest) as Exhibit C hereto; a result of the aforesaid set having to be withdrawn and (iii) that all transfers in the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under set having been delayed by virtue of the Securities Act. Transfer Purchaser’s failure to comply with the provisions of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleContract.

Transfer. The Warrants and Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the Warrant Stock shall applicable law effective on the date of such transfer or assignment, Counterparty will not be freely transferablerequired, subject as a result of such transfer or assignment, to compliance with this Section 3.1 and all applicable laws, including, but not limited pay to the Securities Act. Iftransferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at 12 the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the surrender of this Warrant in connection with any transfer of this Warrant Defaulting Party or the resale of the Warrant Stockan Affected Party, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder exists or transfereewould result therefrom, furnish and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the Company terms of a written opinion of counsel that is reasonably acceptable Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the Company contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the effect that extent of any such transfer may be made performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a Transaction pursuant to the Confirmation (including, without registration under limitation, by making calculations, adjustments or determinations with respect to such Transaction but not, for the Securities Act avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and any applicable state law, except if such transfer is to an Affiliate of such Holder; in a commercially reasonable manner and (ii) that the Holder or transferee execute and deliver to the Company extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an investment representation letter in form and substance acceptable event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereundersuch Transaction, in whole its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in partreasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in accordance each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Party A is the foregoing provisionssole Defaulting Party, Party B shall be registered have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the books date such Event of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney Default occurred and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant ending on the books Early Termination Date with respect to such Event of Default, as the CompanyCalculation Agent. In connection with any transfer Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of this Warrant or the resale Giving Notice: Dealer’s Contact Details for Purpose of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.Giving Notice: To be provided by Dealer. 3. Effectiveness. 13

Transfer. The Warrants Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant Stock shall may be freely transferableoffered for sale, subject to compliance with this Section 3.1 and all applicable lawssold, including, but not limited to transferred or assigned without the Securities Act. If, at the time consent of the surrender Company. The Holder agrees that, during the Lock-Up Period (as defined below) contained in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any transfer Warrant Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the resale term “Lock-Up Period” means the period beginning on the date that the registration statement registering this Warrant is declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the one hundred eighty day (180) anniversary of the Warrant StockEffective Date. In addition, notwithstanding the other terms of this Warrant or any agreement between the Warrant StockCompany and the Holder, the Holder agrees that, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer required by FINRA Rule 5110(f)(2)(H): (i) that this Warrant may not be exercised more than five (5) years from the Effective Date; (ii) the Holder or transferee shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this Warrant or the Warrant Stock as Shares more than five (5) years from the case may be, at earlier of the cost Effective Date or the commencement of Holder or transferee, furnish to sales of the Company a written opinion of counsel that is reasonably acceptable to public offering contemplated by the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such HolderUnderwriting Agreement; (iiiv) that the Holder or transferee execute and deliver shall not have the right to the Company an investment representation letter in form and substance acceptable piggyback registration with respect to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale Warrant Shares more than seven (7) years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (v) this Warrant Stock pursuant may not have anti-dilution terms that allow the Holder and related persons to Rule 144 receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other than pursuant to an effective registration statement, similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or transferee shall compensate accrue cash dividends prior to the Company for its reasonable expenses incurred in connection with effectuating such transfer exercise or resaleconversion of the security.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender (a) Any transfer of this Warrant shall be effected by the Holder by (i) executing the form of assignment at the end hereof and (ii) surrendering the Warrant for cancellation at the office or agency of the Company referred to in connection with Section 2 hereof, accompanied by (y) a certificate (signed by an officer of the Holder, or other authorized representative reasonably satisfactory to the Company, if the Holder is an entity) stating that each transferee is a permitted transferee under this Section 3; and, if applicable, (z) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Shares or the Warrant, as the case may be, may be sold or otherwise transferred without registration under the Securities Act of 1933, as amended (the “Act”). Upon any transfer of this Warrant or any part thereof in accordance with the resale first sentence of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities ActSection 3(a), the Company may requireshall issue, as a condition of allowing such transfer (i) that in the name or names specified by the Holder (including the Holder), a new Warrant or transferee Warrants of like tenor (including all substantive provisions hereof) and representing in the aggregate rights to purchase the same number of Shares as are purchasable hereunder at such time. (b) Any attempted transfer of this Warrant or any part thereof in violation of this Section 3 shall be null and void ab initio. (c) This Warrant may not be exercised and neither this Warrant nor any of the Warrant Stock as the case may beShares, at the cost of Holder or transfereenor any interest in either, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and offered, sold, assigned, pledged, hypothecated, encumbered or in any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder other manner transferred or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderdisposed of, in whole or in part, except in accordance compliance with applicable United States federal and state securities laws and the foregoing provisionsterms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Shares issued upon exercise of this Warrant, unless at the time of exercise such Shares are acquired pursuant to a registration statement that has been declared effective under the Act and applicable blue sky laws, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with bear a written assignment of this Warrant legend substantially in the form of Exhibit B hereto duly executed by following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. SMOKY MARKET FOODS, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE ACT. Any certificate for any Shares issued at any time in exchange or substitution for any certificate for any Shares bearing such legend (except a new certificate for any Shares issued after the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making acquisition of such transfer. Upon Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such surrender andlegend unless, if required, such paymentin the opinion of counsel for the Company, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Shares represented thereby need no longer be subject to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledrestriction contained herein. Following a transfer that complies with the requirements The provisions of this Section 3.1, 3(c) shall be binding upon all subsequent holders of certificates for Shares bearing the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer above legend and all subsequent holders of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statementWarrant, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleif any.

Transfer. 8.1 The Warrants and Conveyancers shall pass transfer of the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited Property to the Securities Act. IfPurchaser as soon as is reasonably practicable after the Approval Date, at provided the time Purchaser has secured the payment of the surrender of this Warrant in connection with purchase price, paid the transfer and bond costs, if applicable, and any transfer of this Warrant occupational rental and/or levies and levy stabilization fund contributions and/or other charges due prior to transfer, or has secured payment to the resale reasonable satisfaction of the Warrant StockSeller. 8.2 The Purchaser shall, this Warrant or within 7 (seven) days of being called upon to do so by the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Conveyancers:- 8.2.1 pay to the Company a written opinion of counsel that is reasonably acceptable Conveyancers all costs and disbursements incidental to the Company passing of transfer to the effect that such transfer may be made without registration under the Securities Act Purchaser, including bond costs, bank charges, and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books a pro rata share of the Company rates and levies; and 8.2.2 furnish all necessary information and documentation, and sign all such documentation as is required to be maintained prepare for such purpose, upon surrender and effect registration of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in into the name of the assignee or assignees and Purchaser. 8.3 No liability of any nature whatsoever shall attach to the Seller arising out of any delays in effecting transfer of the Property to the Purchaser. 8.4 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the denomination specified in such instrument event of assignment, and shall issue any party to the assignor transaction in question being in arrears with the payment of any amounts SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a new Warrant evidencing transfer duty exemption certificate in respect of the portion sale of the Property, in terms of this Warrant contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not so assignedcomplied with any Tax Laws, then in that event, the Purchaser shall be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Warrant Contract should the Purchaser not rectify such breach as contemplated in clause 21 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall promptly be cancelled. Following a deemed to be delaying the registration of transfer that complies which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.5 The Purchaser acknowledges that: 8.5.1 the documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the requirements Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.5.2 if it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller on the purchase price of the properties in the set, from date of the withdrawal of the set until the date of its relodgement and registration; 8.5.3 the Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with the provisions of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleContract.

Transfer. The Warrants and Notwithstanding anything to the Warrant Stock shall be freely transferable, subject to compliance with contrary in the Agreement (but it being understood that this Section 3.1 and all applicable laws, including, but 10 will not limited to the Securities Act. If, at the time limit Section 7(a) of the surrender Agreement), Dealer may, without the consent of this Warrant in connection with CONE, assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderTransaction, in whole or in part, in accordance to an affiliate of Dealer that is wholly-owned, directly or indirectly, by [Dealer Parent] / [Dealer] and the obligations of which under the Transaction are guaranteed by [Dealer] / [Dealer Parent], provided that (i) no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the foregoing provisionsDefaulting Party or an Affected Party, shall be registered on as the books case may be, exists or would result therefrom, (ii) no Extraordinary Event, Acceleration Event, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position, Excess Charter Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction or to make an adjustment to the terms of the Company Transaction would result therefrom, (iii) at the time of such assignment or transfer, CONE would not, as a result of such assignment or transfer, reasonably be expected at any time either (A) to be maintained for required to pay (including a payment in kind) to Dealer or such purpose, upon surrender transferee an amount in respect of this Warrant at an Indemnifiable Tax greater than the principal office of the Company referred amount CONE would have been required to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially pay to Dealer in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making absence of such transfer. Upon transfer or (B) to receive a payment (including a payment in kind) after such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant assignment or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that is less than the amount CONE would have received if the payment were made immediately prior to such assignment or transfer, (iv) prior to any such assignment or transfer, Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by CONE to permit CONE to determine that the transfer complies with the requirements of this Section 3.1clause (iv), (v) CONE would not, at the Warrant may time and as a result of such transfer or assignment, reasonably be exercised expected to become subject to any registration, qualification, reporting or other requirement under applicable law or regulation to which it would not otherwise have been subject absent such transfer or assignment, (vi) Dealer shall be responsible for and shall promptly reimburse on demand of CONE reasonable fees and actual, documented out-of-pocket expenses incurred by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In CONE in connection with any proposed assignment or transfer of this Warrant or the resale Transaction at the request of the Warrant Stock pursuant Dealer, including reasonable fees and actual, documented out-of-pocket expenses of outside counsel to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred CONE in connection with effectuating any proposed assignment or transfer, and such transferee or assignee shall be responsible for and shall promptly reimburse on demand of CONE fees and actual, documented out-of-pocket expenses incurred by CONE arising after such transfer or resaleassignment solely as a result thereof, (vii) such transfer would not at the time as a result of such transfer or assignment, reasonably be expected to (A) result in breach of any representation, warranty or undertaking of CONE in the Agreement or this Confirmation (unless such transferee or assignee waives the relevant representation, warranty or undertaking, as applicable), or (B) require CONE to take any additional action or incur any additional obligation, cost or expense to ensure the continued fulfillment of CONE’s representations, warranties and covenants, in each case as to such assignee or transferee (other than any such obligation, cost or expense that is reimbursed by Dealer or such transferee or assignee, whether pursuant to clause (vi) above or otherwise), and (viii) any assignee or transferee would be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement. Dealer agrees to give reasonable prior notice to CONE of any transfer or assignment without CONE’s consent pursuant to this Section 10; notwithstanding any such notice, no assignment or transfer by Dealer pursuant to this Section 10 shall take effect unless and until all conditions to such transfer or assignment are satisfied. Except to the extent permitted under Section 7 of the Agreement, CONE may not transfer or assign any of its rights or obligations under any Transaction, the related Confirmation or the Agreement without the prior written consent of Dealer.

Transfer. (a) So long as any Securities remain Outstanding(as hereinafter defined), the Issuer shall maintain at its principal executives offices in the United States an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion pursuant to Sections 10 or 11 hereof, and where notices and demands to or upon the Issuer in respect of the Securities may be served. The Warrants Issuer will at all times act as its own security registrar and paying and transfer agent for such purposes and agrees to cause to be kept at such office a register (the Warrant Stock shall be freely transferable"Security Register") in which, subject to compliance with this Section 3.1 such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Securities and all applicable laws, including, but not limited to the Securities Actregistration of transfers of Securities. If, at the time As of the surrender date this Security was originally issued, such principal executive offices of this Warrant in connection the Issuer were located at ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Principal Executive Offices"). The Issuer shall not change the location of its Principal Executive Offices unless Issuer provides all Registered Holders with any no less than thirty (30) days prior written notice. (b) The transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that Security is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered registrable on the books of the Company to be maintained for such purpose, Security Register upon surrender of this Warrant such Security at the principal office executive offices of the Company referred to in Section 2.1 Issuer duly endorsed by, or the office or agency designated accompanied by the Company as provided herein, together with a written assignment instrument of this Warrant substantially transfer in form reasonably satisfactory to the form of Exhibit B hereto Issuer duly executed by the Registered Holder thereof, or its agent or the Registered Holder's attorney duly authorized in writing, together with any certifications and funds sufficient representations which Issuer may reasonably require to pay any transfer taxes payable upon reflect compliance with all applicable securities laws, rules and regulations and the making due authorization of such transferthe transaction. Upon such surrender and, if required, such paymentof this Security for registration of transfer, the Company Issuer shall execute and deliver a new Warrant or Warrants deliver, in the name of the assignee designated transferee or assignees transferees, one or more new Securities, dated the date of the execution thereof, of any authorized denominations and of a like tenor, form and aggregate principal amount. (c) At the option of the Registered Holder, upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the denomination specified in such instrument Securities to be exchanged at the principal executive offices of assignmentthe Issuer. Whenever any Securities are so surrendered for exchange, the Issuer shall execute and deliver the Securities which the Registered Holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected only upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to compliance with applicable Federal and state securities laws. (d) All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and shall issue entitled to the assignor same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service or other charges shall be made for any registration of transfer or exchange, but the Issuer may require payment of a new Warrant evidencing the portion sum sufficient to cover any tax or other governmental charge payable in connection therewith. (e) Prior to due presentment of this Warrant Security for registration of transfer, the Issuer may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not so assignedthis Security be overdue, and this Warrant the Issuer shall promptly not be cancelled. Following a transfer that complies with affected by notice to the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalecontrary.

Transfer. The Warrants 5.1. In consideration of payment for a total amount, more fully described in SCHEDULE C, and in the Memo of Consideration annexed hereto, paid by the Buyer to the Developer/Promoter herein and in further consideration of Buyer fulfilling all obligations under these presents, the Developer/Promoter and Owner/Vendor (Transferors) do and doth hereby sell, transfer, convey, assure and assign forever unto and in favour of the Buyer ALL THAT the said Apartment with facility of car park in the allotted car parking space(if applicable), more fully and particularly mentioned and described in the SCHEDULE B herein under together with undivided proportionate impartible share or interest in the said entire land underneath along with the said building more fully and particularly mentioned in the SCHEDULE A hereunder written with all easement rights over all common portions in the said Building and Land and the Warrant Stock Transferors doth hereby release, relinquish and disclaim all their respective right, title and interest into or upon the said Apartment TO HAVE AND TO HOLD the said Apartment, unto the Buyer herein absolutely and forever free from all encumbrances, trusts, liens, quasi easement and other stipulation and provision in connection with the beneficial use and enjoyment of the said Apartment, belonging to and held by the Buyer for residential purpose only and upon/after execution of this Deed of Conveyance, subject however, to the rights reserved by the Transferors, the Buyer shall have every right to sell, gift, lease and transfer the same on the same terms and condition as stipulated under this Deed of Conveyance. 5.2. Right to use the common area of the said Residential Project more fully described in SCHEDULE E (Share of Common area), are all comprised in and/or being part or portions of the said Residential Project, including the common facilities and amenities provided thereat. 5.3. The aforesaid sale and transfer is and subject to the mutual easements and restrictions more fully described in SCHEDULE H and further subject to conditions more fully described in SCHEDULE F, which shall be freely transferable, covenants running with the said Apartment. 5.4. The Buyer subject to compliance with this Section 3.1 of all the terms and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender condition of this Warrant deed and further, observing and performing the covenants, more fully described in connection with any transfer the Schedules below, appearing hereinafter, shall peacefully own, hold and enjoy the said Apartment. 5.5. Upon execution of this Warrant or Deed of Conveyance, the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, Buyer shall not be registered for resale under raise any claim of whatsoever nature, against the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act Developer/ Promoter and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleOwner/Vendor.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or after the resale of Registration Statement (as defined in the Warrant Stock pursuant to Rule 144 or other than pursuant to an Investor Rights Agreement) is declared effective registration statementunder the Securities Act, the Holder or transferee of this Warrant shall compensate reimburse the Company for its reasonable expenses incurred out of pocket costs in connection with effectuating such transfer or resale(including without limitation the reasonable attorneys fees for preparing and filing a prospectus supplement with the SEC and/or delivering an updated opinion letter to the Seller's transfer agent).

Transfer. The Warrants All of the Purchaser’s rights and the Warrant Stock shall be freely transferable, subject to compliance obligations hereunder with this Section 3.1 and all applicable laws, including, but not limited respect to the Securities Act. If, at Forward Purchase may be transferred or assigned with the time prior written consent of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act given in its sole discretion, at any time and any applicable state law, except if such transfer is from time to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver time prior to the Company an investment representation letter in form consummation of a Business Combination and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with to one or more third parties (the foregoing provisions, “Forward Transferees”). Upon any such transfer or assignment: (i) the applicable Forward Transferee(s) shall be registered on the books of the Company execute a joinder to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially Agreement in the form of attached hereto as Exhibit B (the “Joinder Agreement”), which shall, on the signature page to the Joinder Agreement, reflect the number of Forward Purchase Shares such Forward Transferee(s) shall have the right to purchase (the “Forward Transferee Shares”), and, upon such execution, such Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder with respect to the Forward Transferee Shares, and references herein to the “Purchaser” shall be deemed to refer to and include any such Forward Transferee(s) with respect to such Forward Transferee(s) and to their Forward Transferee Shares; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such Forward Transferee(s), as applicable, as to itself only; (ii) upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares permitted to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Shares permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares”, and “Aggregate Purchase Price for Forward Purchase Shares” on the Purchaser’s signature page hereto duly to reflect such reduced number of Forward Purchase Shares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by the Holder or its agent or attorney Purchaser and funds sufficient to pay any transfer taxes payable the Company upon the making occurrence of any such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleForward Transferee Shares.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender (a) Any transfer of this Warrant shall be effected by the Holder by (i) executing the form of assignment at the end hereof and (ii) surrendering the Warrant for cancellation at the office or agency of the Company referred to in connection with Section 2 hereof, accompanied by (y) a certificate (signed by an officer of the Holder, or other authorized representative reasonably satisfactory to the Company, if the Holder is an entity) stating that each transferee is a permitted transferee under this Section 3; and, if applicable, (z) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Shares or the Warrant, as the case may be, may be sold or otherwise transferred without registration under the Securities Act of 1933, as amended (the "ACT"). Upon any transfer of this Warrant or any part thereof in accordance with the resale first sentence of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities ActSection 3(a), the Company may requireshall issue, as a condition of allowing such transfer (i) that in the name or names specified by the Holder (including the Holder), a new Warrant or transferee Warrants of like tenor (including all substantive provisions hereof) and representing in the aggregate rights to purchase the same number of Shares as are purchasable hereunder at such time. (b) Any attempted transfer of this Warrant or any part thereof in violation of this Section 3 shall be null and VOID AB INITIO. (c) This Warrant may not be exercised and neither this Warrant nor any of the Warrant Stock as the case may beShares, at the cost of Holder or transfereenor any interest in either, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and offered, sold, assigned, pledged, hypothecated, encumbered or in any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder other manner transferred or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderdisposed of, in whole or in part, except in accordance compliance with applicable United States federal and state securities laws and the foregoing provisionsterms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Shares issued upon exercise of this Warrant, unless at the time of exercise such Shares are acquired pursuant to a registration statement that has been declared effective under the Act and applicable blue sky laws, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with bear a written assignment of this Warrant legend substantially in the form of Exhibit B hereto duly executed by following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. SMOKY MARKET FOODS, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE ACT. Any certificate for any Shares issued at any time in exchange or substitution for any certificate for any Shares bearing such legend (except a new certificate for any Shares issued after the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making acquisition of such transfer. Upon Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such surrender andlegend unless, if required, such paymentin the opinion of counsel for the Company, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Shares represented thereby need no longer be subject to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledrestriction contained herein. Following a transfer that complies with the requirements The provisions of this Section 3.1, 3(c) shall be binding upon all subsequent holders of certificates for Shares bearing the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer above legend and all subsequent holders of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statementWarrant, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleif any.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time 12.07 of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockConvertible Loan Agreement, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer Debenture may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferred on the books of the Company Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, only upon (i) delivery to be maintained for such purpose, upon surrender the Borrower of this Warrant at the principal office a duly executed assignment of the Company referred Debenture, or part thereof, to in Section 2.1 or the office or agency designated by the Company as provided hereinproposed new Holder, together along with a written assignment current notation of this Warrant substantially in the form amount of Exhibit B hereto duly executed by the Holder or its agent or attorney payments received and funds sufficient to pay any transfer taxes payable upon the making net Principal Amount yet unfunded, and presentment of such transfer. Upon such surrender andDebenture to the Borrower for issue of a replacement Debenture, if requiredor Debentures, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Holder is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or assignees and in waivers under the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Debenture, the Warrant may Convertible Loan Agreement, or other Loan Documents; and any action, consent or waiver (other than a compromise of principal and interest) when given or taken by Lender's agent for notice, shall be exercised by deemed to be the action of the holders of a new Holder for majority in amount of the purchase Principal Amount of shares of Common Stock regardless of whether the Company issued or registered a new Warrant Debenture, as such holders are recorded on the books of the Company. In connection Borrower, and (iii) in compliance with the legend to read as follows: "This Debenture has not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts"), and shall not be sold, hypothecated, or otherwise transferred, unless such transfer is made in compliance with the Act and the State Acts." The Company shall be entitled to treat any transfer holder of this Warrant or the resale record of the Warrant Stock pursuant Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to Rule 144 recognize any equitable or other than pursuant claim to an effective registration statementor interest in this Debenture in the name of any other person, the Holder whether or transferee not it shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer have express or resaleother notice thereof, except as otherwise provided by applicable law.

Transfer. The Warrants Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant Stock shall may be freely transferableoffered for sale, subject to compliance with this Section 3.1 and all applicable lawssold, includingtransferred or assigned without the consent of the Company. The Holder agrees that, but not limited pursuant to the Securities Act. If, at the time Lock-Up Period (as defined below) contained in Rule 5110(g)(1) of the surrender of Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any transfer Warrant Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the resale term “Lock-Up Period” means the period beginning on the date that the registration statement registering this Warrant is declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the one hundred eighty day anniversary of the Warrant StockEffective Date. In addition, notwithstanding the other terms of this Warrant or any agreement between the Warrant StockCompany and the Holder, the Holder agrees that, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer required by FINRA Rule 5110(f)(2)(H): (i) that this Warrant may not be exercised more than five years from the Effective Date; (ii) the Holder or transferee shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this Warrant or the Warrant Stock as Shares more than five years from the case may be, at earlier of the cost Effective Date or the commencement of Holder or transferee, furnish to sales of the Company a written opinion of counsel that is reasonably acceptable to public offering contemplated by the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such HolderUnderwriting Agreement; (iiiv) that the Holder or transferee execute and deliver shall not have the right to the Company an investment representation letter in form and substance acceptable piggyback registration with respect to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale Warrant Shares more than seven years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (v) this Warrant Stock pursuant may not have anti-dilution terms that allow the Holder and related persons to Rule 144 receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other than pursuant to an effective registration statement, similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or transferee shall compensate accrue cash dividends prior to the Company for its reasonable expenses incurred in connection with effectuating such transfer exercise or resaleconversion of the security.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the later of the Effective Date or the commencement of Effective Date or the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(iv) (the later of such dates, the “Transferability Date”) to anyone other than: (i) ▇▇▇▇▇▇▇ & Company (UK) Ltd. (“▇▇▇▇▇▇▇”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of ▇▇▇▇▇▇▇ or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after the Warrant Stock shall Transferability Date, transfers to others may be freely transferable, made subject to compliance with this Section 3.1 and all or exemptions from applicable securities laws. In order to make any permitted assignment, including, but not limited the Holder must deliver to the Securities ActCompany the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. If, at The Company shall within five (5) Business Days transfer this Purchase Warrant on the time books of the surrender Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. The registered Holder of this Purchase Warrant in connection with any transfer of agrees by his, her or its acceptance hereof, that such Holder will not sell, transfer, assign, pledge or hypothecate this Purchase Warrant. The securities evidenced by this Purchase Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, transferred unless and until: (a) the Company may require, as a condition of allowing such transfer (i) that has received the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel for the Holder that is reasonably acceptable to the Company to the effect that such transfer securities may be made without transferred pursuant to an exemption from registration under the Securities Act and any applicable state lawsecurities laws, except if such transfer the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP shall be deemed satisfactory evidence of the availability of an Affiliate exemption), or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to securities has been filed by the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated declared effective by the Company as provided herein, together U.S. Securities and Exchange Commission (the “Commission”) and compliance with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleapplicable state securities law has been established.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit EXHIBIT C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit EXHIBIT B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under Subject to the provisions of paragraph (f) below and Article XI of the Securities Act. Transfer of Purchase Agreement, this Warrant and all rights hereunderhereunder are transferable by the Warrantholder, at any time, and from time to time, on or after January 1, 2004, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books consent of the Company to Company, which consent shall not be maintained for such purposeunreasonably withheld or delayed, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company referred at any time on or after the Commencement Date. (b) Any transferee to in Section 2.1 or whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the office or agency designated Company a written instrument by which such transferee agrees to be bound by the Company as provided herein, together with a written assignment of obligations imposed upon the Warrantholder under this Warrant substantially in to the form same extent as if such transferee was the Warrantholder. (c) The Company will maintain a register containing the names and addresses of Exhibit B hereto duly executed the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by the Holder or its agent or attorney and funds sufficient written notice to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in requesting such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with change. (d) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (e) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the resale Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (f) Each certificate representing Warrant Stock Shares shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, PLEDGED HYPOTECATED, SOLD OR OTHERWISE DISPOSED OF OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 or other than pursuant to an effective registration statement, 144(k) under the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleSecurities Act.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time (a) Not more than fifty percent (50%) of the surrender face amount of this Warrant in connection with any Note may be transferred, whether by assignment, participation or otherwise. (b) Any Notes issued upon the transfer of this Warrant or Note shall be numbered and shall be registered in a Note Register as they are issued. The Company shall be entitled to treat the resale registered holder of any Note on the Warrant Stock, this Warrant or Note Register as the Warrant Stock, as applicable, owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Note on the part of any other person, and shall not be liable for any registration or transfer of Notes which are registered for resale under or to be registered in the Securities Act, the Company may require, as name of a condition of allowing such transfer (i) that the Holder or transferee of this Warrant fiduciary or the Warrant Stock as nominee of a fiduciary unless made with the case may beactual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, at or with the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate knowledge of such Holder; (ii) facts that the Holder or transferee execute and deliver its participation therein amounts to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Actbad faith. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, This Note shall be registered transferable only on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto delivery thereof duly executed endorsed by the Holder or its agent by his duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment, or authority to pay any transfer taxes payable upon the making of such transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall execute and deliver a new Warrant Note or Warrants Notes to the person entitled thereto. This Note may be exchanged, at the option of the Holder thereof, for another Note, or other Notes of different denominations, of like tenor and representing in the name aggregate a like principal amount, upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Notes to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the assignee or assignees Securities Act of 1933 (the "Act") and in the denomination specified in such instrument of assignment, rules and shall issue to regulations thereunder. (c) The Holder acknowledges that he has been advised by the assignor a new Warrant evidencing Company that neither this Note nor the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Warrants nor the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless issuable upon exercise of whether the Warrants issued to the Holder in connection with this Note (the "Warrant Shares") have been registered under the Act, that the Note is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and that the Company's reliance thereon is based in part upon the representations made by the original Holder in the original Holder's Subscription Agreement executed and delivered in accordance with the terms of the Offering. The Holder acknowledges that he has been informed by the Company issued of, or registered a new Warrant is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the books transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Company. In connection Note, the Warrants or Warrant Shares shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Note or Warrant Shares is registered under the Act, it being understood that neither the Note nor the Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register the Notes or Warrants or Warrant Shares except as specifically provided herein, or (ii) the Note or Warrant Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, it being understood that Rule 144 is not available at the time of the original issuance of this Note for the sale of the Note or the Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act. (d) The Holder shall provide written notice to the Company at least thirty (30) days advance written notice of any proposed sale or transfer of this Warrant or Note. Following the resale giving of such notice, the Warrant Stock pursuant Company shall have a right of first refusal for twenty (20) days to Rule 144 or other than pursuant acquire this Note under the proposed terms of transfer. Should the Company fail to an effective registration statementexercise its right of first refusal, the Holder or transferee shall compensate may transfer the Company for its reasonable expenses incurred in connection with effectuating Note under the proposed terms so long as such transfer or resaleis effected within ninety (90) days of the giving of the notice.

Transfer. 8.1 The Warrants and Conveyancers shall pass transfer of the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited Property to the Securities Act. IfPurchaser as soon as is reasonably practicable after the Approval Date, at provided the time Purchaser has secured the payment of the surrender of this Warrant in connection with purchase price, paid the transfer and bond costs, if applicable, and any transfer of this Warrant occupational rental and/or levies and levy stabilization fund contributions and/or other charges due prior to transfer, or has secured payment to the resale reasonable satisfaction of the Warrant StockSeller. 8.2 The Purchaser shall, this Warrant or within 7 (seven) days of being called upon to do so by the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Conveyancers:- 8.2.1 pay to the Company a written opinion of counsel that is reasonably acceptable Conveyancers all costs and disbursements incidental to the Company passing of transfer to the effect that such transfer may be made without registration under the Securities Act Purchaser, including bond costs, bank charges, and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books a pro rata share of the Company rates and levies; and 8.2.2 furnish all necessary information and documentation and sign all such documentation as is required to be maintained prepare for such purpose, upon surrender and effect registration of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in into the name of the assignee or assignees and Purchaser. 8.3 No liability of any nature whatsoever shall attach to the Seller arising out of any delays in effecting transfer of the Property to the Purchaser. 8.4 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the denomination specified in such instrument event of assignment, and shall issue any party to the assignor transaction in question being in arrears with the payment of any amounts SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a new Warrant evidencing transfer duty exemption certificate in respect of the portion sale of the Property, in terms of this Warrant contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not so assignedcomplied with any Tax Laws, then in that event, the Purchaser shall be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Warrant Contract should the Purchaser not rectify such breach as contemplated in clause 21 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall promptly be cancelled. Following a deemed to be delaying the registration of transfer that complies which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.5 The Purchaser acknowledges that: 8.5.1 the documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the requirements Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.5.2 if it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller on the purchase price of the properties in the set, from date of the withdrawal of the set until the date of its relodgement and registration; 8.5.3 the Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with the provisions of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleContract.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer This Convertible Note may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferred on the books of the Company Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, only upon (i) delivery to be maintained for such purpose, upon surrender the Borrower of this Warrant at the principal office a duly executed assignment of the Company referred Convertible Note, or part thereof, to in Section 2.1 or the office or agency designated by the Company as provided hereinproposed new Holder, together along with a written assignment current notation of this Warrant substantially in the form amount of Exhibit B hereto duly executed by the Holder or its agent or attorney payments received and funds sufficient to pay any transfer taxes payable upon the making net Principal Amount yet unfunded, and presentment of such transfer. Upon such surrender andConvertible Note to the Borrower for issue of a replacement Convertible Note, if requiredor Convertible Notes, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or assignees and in waivers under the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Convertible Note, the Warrant may Loan Agreement, or other Loan Documents; and any action, consent or waiver, (other than a compromise of principal and interest), when given or taken by Lender's agent for notice, shall be exercised by deemed to be the action of the holders of a new Holder for majority in amount of the purchase Principal Amount of shares of Common Stock regardless of whether the Company issued or registered a new Warrant Convertible Notes, as such holders are recorded on the books of the Company. In connection Borrower, and (iii) in compliance with the legend to read "The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be sold, hypothecated, donated or otherwise transferred unless the Borrower shall have received an opinion of Legal Counsel for the Borrower, or such other evidence as may be satisfactory to Legal Counsel for the Borrower, to the effect that any such transfer shall not require registration under the Act and the State Acts." The Borrower shall be entitled to treat any holder of this Warrant or the resale record of the Warrant Stock pursuant Convertible Note as the Holder in fact thereof and of the Convertible Note and shall not be bound to Rule 144 recognize any equitable or other than pursuant claim to an effective registration statementor interest in this Convertible Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalelaws of Texas.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject (a) Subject to compliance with this Section 3.1 and all applicable lawsthe conditions set forth herein, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderhereunder are assignable and transferable, in whole or in part. (b) The Holder agrees to give written notice to the Company before assigning or transferring this Warrant or transferring any Warrant Shares of such ▇▇▇▇▇▇’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall be entitled to assign or transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the foregoing provisions, shall be registered on the books terms of the Company notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be maintained endorsed on this Warrant or the book-entry record of ownership for such purposeWarrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon surrender by the Holder for the assignment, transfer, or disposition of the Warrant or Warrant Shares. (c) If the proposed assignment, transfer, or disposition of this Warrant at or such Warrant Shares described in the principal office of the Company referred written notice given pursuant to in this Section 2.1 8 may not be effected without registration or the office or agency designated by the Company as provided herein, together with a written assignment qualification of this Warrant substantially in the form of Exhibit B hereto duly executed by or such Warrant Shares, the Holder will limit the Holder’s activities in respect to such assignment, transfer, or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the disposition as are permitted by law. (d) Any permitted assignee or assignees and in the denomination specified in such instrument transferee of assignment, and shall issue to the assignor all or a new Warrant evidencing the portion of this Warrant not so assigned, shall succeed to the rights and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books benefits of the Company. In connection with any transfer initial Holder of this Warrant or under this Warrant, subject, however, to any limitations set forth in the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleA&R Loan Agreement.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act; provided, however, that a Holder must obtain the prior written consent of the Company in order to transfer Warrants representing the right to purchase less than 100,000 shares of Warrant Stock. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities ActAct and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any under applicable state lawsecurities or blue sky laws, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. (a) The Warrants Issuer will at all times act as its own security registrar and paying and transfer agent and agrees to cause to be kept at its principal executive office a register (the Warrant Stock shall be freely transferable"Security Register") in which, subject to compliance with this Section 3.1 such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Securities and all applicable laws, including, but not limited to the Securities Actregistration of transfers of Securities. If, at the time As of the surrender date this Security was originally issued, such principal executive offices of the Issuer were located at Chunshuguo Luanzhuang Village, Zhuolu County, Zhangjiakou, Hebei Province, China 075600. The Issuer shall not change the location of its principal executive offices unless Issuer provides all Registered Holders with no less than thirty (30) days prior written notice. The Holders of this Warrant in connection with any Security as indicated on the Security Register are referred to herein as the Registered Holders. (b) The transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that Security is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered registrable on the books of the Company to be maintained for such purpose, Security Register upon surrender of this Warrant such Security at the principal office executive offices of the Company referred to in Section 2.1 Issuer duly endorsed by, or the office or agency designated accompanied by the Company as provided herein, together with a written assignment instrument of this Warrant substantially transfer in form reasonably satisfactory to the form of Exhibit B hereto Issuer duly executed by the Registered Holder thereof, or its agent or the Registered Holder’s attorney duly authorized in writing, together with any certifications and funds sufficient representations which Issuer may reasonably require to pay any transfer taxes payable upon reflect compliance with all applicable securities laws, rules and regulations and the making due authorization of such transferthe transaction. Upon such surrender and, if required, such paymentof this Security for registration of transfer, the Company Issuer shall execute and deliver a new Warrant or Warrants deliver, in the name of the assignee designated transferee or assignees transferees, one or more new Securities, dated the date of the execution thereof, of any authorized denominations and of a like tenor, form and aggregate principal amount. (c) At the option of the Registered Holder, upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the denomination specified in such instrument Securities to be exchanged at the principal executive offices of assignmentthe Issuer. Whenever any Securities are so surrendered for exchange, the Issuer shall execute and deliver the Securities which the Registered Holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected only upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to compliance with applicable Federal and state securities laws. (d) All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and shall issue entitled to the assignor same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service or other charges shall be made for any registration of transfer or exchange, but the Issuer may require payment of a new Warrant evidencing the portion sum sufficient to cover any tax or other governmental charge payable in connection therewith. (e) Prior to due presentment of this Warrant Security for registration of transfer, the Issuer may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not so assignedthis Security be overdue, and this Warrant the Issuer shall promptly not be cancelled. Following a transfer that complies with affected by notice to the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalecontrary.

Transfer. The Warrants Subject to applicable laws and the Warrant Stock shall restrictions set forth in this paragraph, this UPO may be freely transferableoffered for sale, sold, transferred or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained in Rule 5110(e)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this UPO (including any Shares and Warrants issued or issuable hereunder); provided that the following will not be prohibited: (i) the transfer of this UPO or any Shares and/or Warrants to any member participating in the offering and/or to its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to compliance with the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; (ii) the exercise of this Section 3.1 and UPO, if all applicable laws, including, but not limited securities received remain subject to the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; or (iii) the transfer or sale of this UPO or any Shares and/or Warrants to the Company in a transaction exempt from registration under the Securities ActAct of 1933, as amended. IfAs used herein, the term “Lock-Up Period” means the period beginning on the date of the commencement of sales of the public offering contemplated by the Underwriting Agreement under the registration statement registering this UPO (the “Sales Commencement Date”) and ending on the one hundred eighty day anniversary of the Sales Commencement Date. In addition, notwithstanding the other terms of this UPO or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110, (i) this UPO may not be exercised more than five years from the Sales Commencement Date; (ii) the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this UPO or the Units more than five years after the Sales Commencement Date; (iv) the Holder shall not have the right to piggyback registration with respect to this UPO or the Units more than seven years from the Sales Commencement Date; (v) this UPO may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the surrender of this Warrant in connection with any transfer of this Warrant public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C heretoother similar event; and (iiivi) this UPO may not have anti-dilution terms that allow the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under Holder and related persons to receive or accrue cash dividends prior to the Securities Act. Transfer of this Warrant and all rights hereunder, in whole exercise or in part, in accordance with the foregoing provisions, shall be registered on the books conversion of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalesecurity.

Transfer. (1) The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that Convertible Debenture is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered registrable on the books of the Company to be maintained for such purpose, Convertible Debenture Register upon surrender of this Warrant Convertible Debenture for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or such ▇▇▇▇▇▇’s attorney duly authorized in writing, and thereupon one or more new Convertible Debentures, of authorized denominations and for the same aggregate principal office amount, will be issued to the designated transferee or transferees. Such Convertible Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Convertible Debenture for registration of transfer, the Company and any agent of the Company referred may treat the Person in whose name this Convertible Debenture is registered as the owner thereof for all purposes, whether or not this Convertible Debenture be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. (2) Upon presentation of this Convertible Debenture for registration of transfer at the Designated Office accompanied by (i) certification by the transferor that such transfer is in Section 2.1 or compliance with the office or agency designated terms hereof and (ii) by a written instrument of transfer in a form approved by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder Holder, in person or its agent or by the Holder’s attorney thereunto duly authorized in writing, and funds sufficient to pay any transfer taxes payable upon including the making name, address and telephone and fax numbers of such transfer. Upon such surrender and, if requiredthe transferee and name of the contact person of the transferee, such paymentConvertible Debenture shall be transferred on the Convertible Debenture Register, the Company shall execute and deliver a new Warrant or Warrants Convertible Debenture of like tenor and bearing the same legends shall be issued in the name of the assignee transferee and sent to the transferee at the address and c/o the contact person so indicated. Transfers and exchanges of Convertible Debentures shall be subject to such additional restrictions as are set forth in the legends on the Convertible Debentures and to such additional reasonable regulations as may be prescribed by the Company as specified in Section 8 hereof. Successive registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be Convertible Debentured on the Convertible Debenture register. (3) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or assignees mutilation of this Convertible Debenture, and in the denomination specified in such instrument case of assignmentloss, and shall issue theft or destruction, receipt of indemnity reasonably satisfactory to the assignor Company and upon surrender and cancellation of this Convertible Debenture, if mutilated, the Company will deliver a new Warrant evidencing the portion Convertible Debenture of this Warrant not so assignedlike tenor and dated as of such cancellation, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements in lieu of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleConvertible Debenture.

Transfer. The Except as set forth in SECTION 7.02 below, the Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderthereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this such Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinmaintained for such purpose, together with a written assignment of this such Warrant substantially in the form of Exhibit B hereto duly executed by the Holder hereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with If and when the requirements of this Section 3.1transferred Warrant is assigned in blank, the Company may (but shall not be obliged to) treat the bearer thereof as the absolute owner of such Warrant for all purposes and the Company shall not be affected by any notice to the contrary. The transferred Warrant, if properly assigned in compliance herewith, may be exercised by a new Holder an assignee for the purchase of shares of Common Stock regardless of whether the Company issued or registered without having a new Warrant on issued. The Company will not close its stock transfer books against a transfer of the Warrants or the Warrant Securities or any exercise of the Warrants. Any such transfer or exercise tendered while such stock transfer books shall be closed shall be deemed effective immediately prior to such closure. Subject to SECTION 7.02 below, the Warrants may be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder thereof or its agent or attorney. In connection Subject to compliance with this, as to any transfer of this which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the resale Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses, taxes (other than income taxes, if any, of the Warrant Stock pursuant to Rule 144 or transferee) and other than pursuant to an effective registration statement, the Holder or transferee shall compensate charges incurred by the Company for in the performance of its reasonable expenses incurred obligations in connection with effectuating such the preparation, issue and delivery of Warrants under this Section. The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants. Notwithstanding any provision to the contrary contained herein, the Warrants and the Warrant Securities shall be transferable only in compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Warrant or resaleany Warrant Securities.

Transfer. The Warrants and the Warrant Stock shall not be be freely transferablethe number of its authorized shares. Upon receipt of such approval, then the Warrants and Warrant Stock shall be freely tradeable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. (a) Except as otherwise required by law, this Warrant and all options and rights hereunder are transferable, as to all or any part of the number of shares of Common Stock purchasable upon its exercise, by Holder hereof in person or by duly authorized attorney on the books of the Company upon surrender of this Warrant at the principal offices of the Company, together with the form of transfer authorization attached hereto duly executed. The Warrants Company shall deem and treat the registered Holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary. If this Warrant is transferred in part, the Company shall at the time of surrender of this Warrant, issue to the transferee a Warrant covering the number of shares of Common Stock transferred and to the transferor a Warrant covering the number of shares of Common Stock not transferred. A record of such transfers shall be freely transferablemaintained by the Company for the purpose of determining the applicable Holder hereof, subject such record to compliance with be determinative absent manifest error. (b) Anything in this Section 3.1 and all applicable laws, including, but not limited Warrant to the Securities Act. Ifcontrary notwithstanding, if, at the time of the surrender of this Warrant in connection with any transfer exercise, transfer, or exchange of this Warrant or the resale of the Warrant StockWarrant, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities ActAct and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer exercise, transfer, or exchange, that (i) that the Holder or transferee of this Warrant or the Warrant Stock Warrant, as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel, which opinion of counsel that is reasonably acceptable to the Company Company, to the effect that such transfer exercise, transfer, or exchange may be made without registration under the Securities said Act and any under applicable state law, except if such transfer is to an Affiliate of such Holder; securities or blue sky laws and (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance reasonably acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities ActCompany. Transfer The Holder of this Warrant, by taking and holding the same, represents to the Company that such Holder is acquiring this CORPDAL:96498.2 29976-00001 Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained Warrant Shares for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together investment and not with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue view to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaledistribution thereof.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject (a) Subject to compliance with this Section 3.1 and all applicable lawsthe conditions set forth herein, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunderhereunder are (i) assignable, in whole or in part, to any successor of the Holder as a result of a merger or to any Affiliate of the Holder, and (ii) transferable, in whole or in part, provided this Warrant has vested in accordance with Section 1. (b) The Holder agrees to give written notice to the Company before assigning or transferring this Warrant or transferring any Warrant Shares of such ▇▇▇▇▇▇’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall be entitled to assign or transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the foregoing provisions, shall be registered on the books terms of the Company notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be maintained endorsed on this Warrant or the book-entry record of ownership for such purposeWarrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit C and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon surrender by the Holder for the assignment, transfer, or disposition of the Warrant or Warrant Shares. (c) If the proposed assignment, transfer, or disposition of this Warrant at or such Warrant Shares described in the principal office of the Company referred written notice given pursuant to in this Section 2.1 9 may not be effected without registration or the office or agency designated by the Company as provided herein, together with a written assignment qualification of this Warrant substantially in the form of Exhibit B hereto duly executed by or such Warrant Shares, the Holder will limit its activities in respect to such assignment, transfer, or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the disposition as are permitted by law. (d) Any permitted assignee or assignees and in the denomination specified in such instrument transferee of assignment, and shall issue to the assignor all or a new Warrant evidencing the portion of this Warrant not so assigned, shall succeed to the rights and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books benefits of the Company. In connection with any transfer initial Holder of this Warrant or under this Warrant, subject, however, to any limitations set forth in the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalePurchase Agreement.

Transfer. The Warrants 18.1 In any case where there is a substitution of a New Entity in place of the Issuer as principal debtor under and in accordance with the Trust Deed, the Covered Bonds, the Receipts and the Warrant Stock Coupons pursuant to the Trust Deed, such New Entity will automatically be substituted in place of the Issuer as a party to this Agreement without any prior approval thereof being required from the Dealers and the expression "Issuer" wherever used in this Agreement shall include any such New Entity provided that, where the substitute is the successor entity or transferee company of the Issuer, the Covered Bond Guarantee shall remain in place mutatis mutandis in relation to the obligations of the New Entity. 18.2 In the event of any such substitution, any opinions obtained by the Bond Trustee pursuant to clauses 20.3(b)(iv) and 20.4(b)(iii) of the Trust Deed shall also be addressed to the Dealers. 18.3 A Dealer may only assign or transfer its rights or obligations under this Agreement with the prior written consent of the Issuer and the LLP except for an assignment of all of a Dealer's rights and obligations hereunder in whatever form such Dealer determines may be appropriate to a partnership, corporation, trust or other organisation in whatever form that may succeed to all or substantially all of such Dealer's assets and business and that assumes such obligations by contract, operation of law or otherwise. 18.4 If the Dealers assign their rights or transfer their obligations as provided in this Clause, the relevant assignee or transferee shall be freely transferable, subject treated as if it were a party to compliance this Agreement with effect from the date on which such assignment or transfer takes effect; provided that any transfer shall only become effective when the Issuer has received an undertaking from the transferee to be bound by this Section 3.1 Agreement and all applicable laws, including, to perform the obligations transferred to it. Such assignment or transfer shall not affect any rights or obligations (including but not limited to the Securities Act. Ifto, those arising under Clauses 7, 9 and 10) which have accrued at the time of assignment or transfer or which accrue thereafter to the surrender parties in relation to any act or omission or alleged act or omission which occurred prior to such assignment or transfer. 18.5 The LLP may not assign or transfer its rights or obligations under this Agreement to any other party without the prior written consent of this Warrant in connection with any transfer of this Warrant or the resale each of the Warrant Stock, other parties to this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) Agreement save that the Holder LLP shall be entitled to assign by way of security all or transferee any of its rights under this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Agreement without such consent to the Company a written opinion of counsel that is reasonably acceptable Security Trustee pursuant to the Company to Deed of Charge and the effect that Security Trustee may at its sole discretion assign without such transfer may be made without registration under consent all or any part of the Securities Act and any applicable state law, except if such transfer is to Security created by the Deed of Charge upon an Affiliate enforcement of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, Security in accordance with the foregoing provisions, Deed of Charge. 18.6 This Agreement shall be registered on binding upon and shall inure for the books benefit of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentIssuer, the Company shall execute LLP and deliver a new Warrant or Warrants in the name of the assignee or assignees each Dealer and in the denomination specified in such instrument of assignment, their respective successors and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalepermitted assigns.

Transfer. The Warrants and Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the Warrant Stock shall applicable law effective on the date of such transfer or assignment, Counterparty will not be freely transferablerequired, subject as a result of such transfer or assignment, to compliance with this Section 3.1 and all applicable laws, including, but not limited pay to the Securities Act. Iftransferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the surrender of this Warrant in connection with any transfer of this Warrant Defaulting Party or the resale of the Warrant Stockan Affected Party, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder exists or transfereewould result therefrom, furnish and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the Company terms of a written opinion of counsel that is reasonably acceptable Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the Company contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the effect that extent of any such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleperformance.

Transfer. The Warrants Buyer shall have the right to assign its rights and the Warrant Stock shall be freely transferabledelegate its obligations hereunder with respect to any portion of this Transaction, subject to compliance with this Section 3.1 Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and all applicable laws, including, but not limited documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Securities Act. If, at Seller with respect to any legal and regulatory requirements relevant to the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, Seller; provided further that Buyer shall not be registered for resale released from its obligation to deliver any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above. Seller may transfer any of its rights or delegate its obligations under this Transaction with the Securities Actprior written consent of Buyer, the Company may requiresuch consent not to be unreasonably withheld. In addition, if, as determined in Seller’s sole discretion, its “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Counterparty’s outstanding Shares, Seller may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% to any third party with a condition rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of allowing AA or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or Aa3 or better by ▇▇▇▇▇’▇ Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Seller. If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller of a sufficient number of Options to reduce Seller’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less, Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that its “beneficial ownership” following such partial termination will be equal to or less than 7.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) that the Holder or transferee an Early Termination Date had been designated in respect of a Transaction having terms identical to this Warrant or the Warrant Stock as the case may be, at the cost Transaction and a Number of Holder or transferee, furnish Options equal to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawTerminated Portion, except if such transfer is to an Affiliate of such Holder; (ii) that Counterparty shall be the Holder or transferee execute and deliver sole Affected Party with respect to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; such partial termination and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, such Transaction shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleonly Terminated Transaction.

Transfer. 8.1 The Warrants and Conveyancers shall pass transfer of the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited Property to the Securities Act. IfPurchaser as soon as is reasonably practicable after the Approval Date, at provided the time Purchaser has secured the payment of the surrender of this Warrant in connection with purchase price, paid the transfer and bond costs, if applicable, and any transfer of this Warrant occupational rental and/or levies and levy stabilization fund contributions and/or other charges due prior to transfer, or has secured payment to the resale reasonable satisfaction of the Warrant StockSeller. 8.2 The Purchaser shall, this Warrant or within 7 (seven) days of being called upon to do so by the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Conveyancers:- 8.2.1 pay to the Company a written opinion of counsel that is reasonably acceptable Conveyancers all costs and disbursements incidental to the Company passing of transfer to the effect that such transfer may be made without registration under the Securities Act Purchaser, including bond costs, bank charges, and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books a pro rata share of the Company rates and levies; and 8.2.2 furnish all necessary information and documentation and sign all such documentation as is required to be maintained prepare for such purpose, upon surrender and effect registration of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in into the name of the assignee or assignees and Purchaser. 8.3 No liability of any nature whatsoever shall attach to the Seller arising out of any delays in effecting transfer of the Property to the Purchaser. 8.4 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the denomination specified in such instrument event of assignment, and shall issue any party to the assignor transaction in question being in arrears with the payment of any amounts SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a new Warrant evidencing transfer duty exemption certificate in respect of the portion sale of the Property, in terms of this Warrant contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not so assignedcomplied with any Tax Laws, then in that event, the Purchaser shall be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Warrant Contract should the Purchaser not rectify such breach as contemplated in clause 21 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall promptly be cancelled. Following a deemed to be delaying the registration of transfer that complies which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.5 The Purchaser acknowledges that: 8.5.1 the documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the requirements Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; READ ONLY 8.5.2 if it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller on the purchase price of the properties in the set, from date of the withdrawal of the set until the date of its relodgement and registration; 8.5.3 the Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with the provisions of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleContract.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, This Note has been issued subject to certain investment representations of the Holder set forth in the Holder’s Subscription Agreement. This Note and any Conversion Shares issued upon conversion of this Note may not be offered, sold, assigned or transferred by the Holder unless in compliance with with, and subject to, this Section 3.1 13. The Holder understands and all applicable laws, including, but not limited to acknowledges that: (a) the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall have not be been and are not being registered for resale under the Securities ActAct or any state securities laws, the Company and may requirenot be offered for sale, as a condition of allowing such transfer sold, assigned or transferred unless (i) that subsequently registered thereunder, or (ii) the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish shall have delivered to the Company a written an opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from the registration of the Securities Act, including, but not limited to, Rule 144; (b) without limiting the generality of the foregoing, any sale of the Securities made in reliance on Rule 144 may be made without registration only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (c) neither the Company nor any applicable other Person is under any obligation to register the Securities under the Securities Act or any state lawsecurities laws or to comply with the terms and conditions of any exemption thereunder, except if such transfer is as required under the Registration Rights Agreement. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and the pledge of Securities shall not be deemed to an Affiliate be a transfer, sale or assignment of such Holder; (ii) that the Securities hereunder, and the Holder in effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or transferee execute and deliver otherwise make any delivery to the Company pursuant to this Note, including, without limitation, this Section 13; provided, that in order to make any sale, transfer or assignment of Securities, the Holder and the Holder’s pledgee makes the disposition in accordance with or pursuant to a registration statement or an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated exemption under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants Subject to applicable laws and the Warrant Stock shall restrictions set forth in this paragraph, this UPO may be freely transferableoffered for sale, sold, transferred or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained in Rule 5110(e)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this UPO (including any Shares and Warrants issued or issuable hereunder); provided that the following will not be prohibited: (i) the transfer of this UPO or any Shares and/or Warrants to any member participating in the offering and/or to its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to compliance with the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; (ii) the exercise of this Section 3.1 and UPO, if all applicable laws, including, but not limited securities received remain subject to the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; or (iii) the transfer or sale of this UPO or any Shares and/or Warrants to the Company in a transaction exempt from registration under the Securities ActAct of 1933, as amended. IfAs used herein, the term “Lock-Up Period” means the period beginning on the Sales Commencement Date and ending on the one hundred eighty day anniversary of the Sales Commencement Date. In addition, notwithstanding the other terms of this UPO or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110, (i) this UPO may not be exercised more than five years from the Sales Commencement Date; (ii) the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this UPO or the Units more than five years after the Sales Commencement Date; (iv) the Holder shall not have the right to piggyback registration with respect to this UPO or the Units more than seven years from the Sales Commencement Date; (v) this UPO may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the surrender of this Warrant in connection with any transfer of this Warrant public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C heretoother similar event; and (iiivi) this UPO may not have anti-dilution terms that allow the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under Holder and related persons to receive or accrue cash dividends prior to the Securities Act. Transfer of this Warrant and all rights hereunder, in whole exercise or in part, in accordance with the foregoing provisions, shall be registered on the books conversion of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalesecurity.

Transfer. The Warrants This Warrant shall not, without the prior written consent of the Company, be assignable or transferable by the Holder, either voluntarily or by operation of law, and the Warrant Stock shall be freely transferableexercisable only by the Holder; provided, subject however, that the Holder may assign this Warrant to compliance with any Affiliate without the consent of any other party. For this Section 3.1 purpose, “Affiliate” shall mean any person or entity who is an “affiliate” as defined in Rule 12b-2 of the General Rules and all applicable laws, including, but not limited to Regulations under the Securities ActExchange Act of 1934, as amended, or any wholly-owned subsidiary of a Purchaser or any partnership which is (or may be in the future) established by a Purchaser and which is managed by such Purchaser’s Affiliate. If, at the time of the Upon surrender of this Warrant to the Company or, if the Company so instructs the Holder in connection writing, at the office of its stock transfer agent, if any, with assignment documentation duly executed and funds sufficient to pay any transfer tax, and, provided that the Holder complies with the provisions of this Warrant, the Company shall, without charge, execute and deliver a new Warrant in the name of the permitted assignee named in such instrument of assignment, and this Warrant shall promptly be canceled. Any transferee of this Warrant, by acceptance thereof, agrees to assume all of the obligations of the Holder and to be bound by all of the terms and provisions of this Warrant. Prior to any proposed transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities ActWarrant, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish shall give written notice to the Company a written of its intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (a) an investment letter executed by the transferee in form and substance reasonably acceptable to the Company and (b) an opinion of counsel that is reasonably acceptable satisfactory to the Company to the effect that such the proposed transfer may be made effected without registration under the Securities Act and any without registration or qualification under applicable state lawor other securities laws. Any attempted assignment, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder transfer, pledge, hypothecation or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer other disposition of this Warrant and all rights hereunderin any way contrary to the provisions of this Warrant, in whole or in partany levy of execution, in accordance with attachment or other process attempted upon the foregoing provisionsWarrant, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney void and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalewithout effect.

Transfer. The Warrants (a) No Borrower shall Transfer any Collateral, and the Warrant Stock no Property Owner shall be freely transferableTransfer any Property, subject to other than in compliance with this Section 3.1 Article II and all applicable lawsother than the replacement or other disposition of obsolete or non-useful personal property and fixtures in the ordinary course of business, including, but and Borrower shall not limited hereafter file a declaration of condominium with respect to the Securities Act. If, at the time any of the surrender of this Warrant in connection with any transfer of this Warrant or Properties. (b) Notwithstanding the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer foregoing: (i) one or more Borrowers, may, at their sole cost and expense, Transfer all or a portion of the Required Equity to another Borrower or a New Borrower Entity and/or enter into a Permitted TRS Contribution Agreement, provided that the Holder nature, extent and value of Lender’s collateral is not thereby impaired and (1) after giving effect to any such Transfer or transferee Permitted TRS Contribution Agreement, no Change of this Warrant Control shall have occurred, (2) Lender shall have received ten days’ advance written notice of any such Transfer or the Warrant Stock Permitted TRS Contribution Agreement together with a revised organizational chart reflecting such Transfer, (3) such Required Equity shall remain or become (as the case may be) subject to a first priority perfected Lien in favor of Lender, at the cost as evidenced by a legal opinion and updated UCC title insurance policy, in each case reasonably satisfactory to Lender and consistent with Rating Agency requirements, (4) if reasonably requested by Lender, Borrower shall deliver to Lender an updated nonconsolidation opinion satisfactory to Lender and such other updated legal opinions, certifications and evidence of Holder or transfereecompliance with this Agreement as Lender shall reasonably require, furnish (5) such Transfer shall have no adverse effect on Lender, (6) with respect to a Permitted TRS Contribution Agreement, to the Company extent not already covered by the Loan Documents, Borrower shall have caused the rights of both parties under such agreement to be pledged to Lender as additional collateral for the Loan in a written opinion manner reasonably satisfactory to Lender and (7) Borrower shall pay all reasonable costs and expenses of counsel that is reasonably acceptable to Lender in connection with the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; foregoing; (ii) that so long as no Event of Default is then continuing, Borrower may obtain the Holder or transferee execute release of up to and deliver to including 80% of the Company an investment representation letter indirect equity interests in form and substance acceptable to the Company and substantially any Property Owner in the form attached as Exhibit C hereto; and aggregate from the Liens of the Loan Documents in connection with the sale of such equity interests to an unaffiliated third party that enters into a Qualified Joint Venture Agreement with Borrower, provided that (iii1) that at the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under time of each such release, Borrower shall prepay the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in partLoan, in accordance with Section 2.1, in an amount equal to the foregoing provisionsapplicable Unaffiliated Release Price for such Joint Venture Property, provided that, solely for these purposes, (i) the amount specified in clause (x) of the definition of “Unaffiliated Release Price” shall be multiplied by the percentage of the joint venture interest being Transferred, and (ii) the percentage specified in clause (y) of the definition of Unaffiliated Release Price shall be replaced with “100%”, which prepayment shall be accompanied by the other amounts specified in Section 2.1, (2) DSCR for the Test Period most recently ended, recalculated to include only Borrower’s share of income and expense attributable to the Properties remaining after the contemplated sale and to exclude the interest expense and principal payments on the aggregate amount to be prepaid, shall be registered on equal to or greater than DSCR immediately prior to such sale (as reasonably determined by Lender), (3) after giving effect to such release, the books aggregate Senior Collateral Value shall not be less than 120% of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office sum of the Company referred to Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness (as reasonably determined by Lender), (4) Borrower shall reimburse Lender for any actual reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 2.1 or (including the office or agency designated by reasonable fees and expenses of legal counsel and the Company as provided hereinServicer), together with (5) Lender shall retain a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name first-priority perfected pledge of the assignee or assignees and in the denomination specified remaining equity interests in such instrument Property Owner, which shall not be less than 20% of assignment, the equity therein; and (6) any subsequent sale of a Joint Venture Property shall issue be subject to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of Section 2.2, except that, for purposes of this Section 3.1subsection (6) only, the Warrant may Release Price payable in connection therewith shall be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books Unaffiliated Release Price (taking into account 100% of the Company. In connection with any transfer of this Warrant or the resale Aggregate Allocated Loan Amounts of the Warrant Stock pursuant respective Properties, without reduction for prior equity sales) reduced by multiplying the amount specified in clause (x) of the definition of Unaffiliated Release Price by the percentage of the applicable joint venture not theretofore released; (iii) one or more Encumbered Property Owners may transfer one or more Encumbered Properties to Rule 144 one or other than pursuant to an effective registration statementmore newly formed Single-Purpose Entities Controlled by Sponsor, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such the incurrence of Permitted Debt pursuant to clause (iv) of the definition of “Permitted Debt”; (iv) Borrower shall be permitted to Transfer Value Add Pool Equity pursuant to Section 2.3; and (v) a transfer of direct and/or indirect equity interests in connection with a foreclosure of the Junior Mezzanine Loan (or resalesimilar “in lieu” transaction) shall be permitted, subject to the intercreditor agreement between Lender and Junior Mezzanine Lender.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 This Agreement and all applicable laws, including, but not limited of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Securities Act. IfForward Purchase Securities) may be transferred or assigned, at the any time of the surrender of this Warrant in connection with and from time to time, to one or more third parties (each such transferee, a “Transferee”). Upon any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer assignment: (i) that the Holder or transferee of applicable Transferee shall execute a signature page to this Warrant or the Warrant Stock as the case may beAgreement, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B the Purchaser’s signature page hereto duly (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Securities to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Securities”, and “Aggregate Purchase Price for Forward Purchase Securities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Securities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Holder or its agent or attorney Purchaser and funds sufficient to pay any transfer taxes payable the Company upon the making occurrence of any such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleTransferee Securities.

Transfer. The Warrants Subject to applicable laws and the Warrant Stock shall restrictions set forth in this paragraph, this UPO may be freely transferableoffered for sale, sold, transferred or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained in Rule 5110(e)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this UPO (including any Shares and Warrants issued or issuable hereunder); provided that the following will not be prohibited: (i) the transfer of this UPO or any Shares and/or Warrants to any member participating in the offering and/or to its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to compliance with the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; (ii) the exercise of this Section 3.1 and UPO, if all applicable laws, including, but not limited securities received remain subject to the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; or (iii) the transfer or sale of this UPO or any Shares and/or Warrants to the Company in a transaction exempt from registration under the Securities ActAct of 1933, as amended. IfAs used herein, the term “Lock-Up Period” means the period beginning on the date of the commencement of sales of the public offering contemplated by the Underwriting Agreement under the registration statement registering this UPO (the “Sales Commencement Date”) and ending on the one hundred eighty day anniversary of the Sales Commencement Date. In addition, notwithstanding the other terms of this UPO or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110, (i) this UPO may not be exercised more than five years from the Sales Commencement Date; (ii) the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this UPO or the Units or Warrants more than five years after the Sales Commencement Date; (iv) the Holder shall not have the right to piggyback registration with respect to this UPO or the Units or Warrants more than seven years from the Sales Commencement Date; (v) this UPO may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the surrender of this Warrant in connection with any transfer of this Warrant Offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C heretoother similar event; and (iiivi) this UPO may not have anti-dilution terms that allow the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under Holder and related persons to receive or accrue cash dividends prior to the Securities Act. Transfer of this Warrant and all rights hereunder, in whole exercise or in part, in accordance with the foregoing provisions, shall be registered on the books conversion of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalesecurity.

Transfer. The Warrants Borrower will not allow any Transfer to occur other than the following Transfers (in each case provided that no Event of Default then exists) (each, a “Permitted Transfer”): (a) Permitted Encumbrances; (b) Leases entered into in accordance with the Mortgage Loan Documents; (c) Intentionally Omitted; (d) Transfers of all or substantially all of the Collateral (but not any direct interest in the Property) to another party (the “Transferee”), provided that, (A) intentionally omitted, (B) the identity, experience, financial condition, creditworthiness, single purpose nature and bankruptcy remoteness of the Borrower, Transferee, and the Warrant Stock replacement guarantors and indemnitors shall be freely transferablereasonably satisfactory to Lender, subject to compliance with this Section 3.1 (C) Borrower, Transferee, Guarantor and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, replacement guarantors and indemnitors shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter any and all documentation as may be reasonably required by Lender in form and substance acceptable reasonably satisfactory to Lender (including assumption documents and new pledge agreements if necessary), (D) counsel to Transferee and the Company replacement guarantors and substantially indemnitors shall deliver to Lender opinion letters relating to such transfer (including a non-consolidation opinion, if a non-consolidation opinion was required in connection with the closing of the Loan, and a tax opinion) in form and substance reasonably satisfactory to Lender, (E) in the form attached as Exhibit C hereto; case of a Transfer of the Collateral, (1) the organizational structure of the Mortgage Borrower and Borrower, their organizational documents, and the Equity Interests to be pledged to Lender, are all approved by Lender in its sole and absolute discretion, and (iii2) that Lender shall have received a new policy of UCC insurance (or an amendment to its existing policy) confirming the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer creation and perfection of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered its Lien on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignmentpledged collateral, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its (F) Borrower pays all reasonable expenses incurred by Lender in connection with effectuating such transfer Transfer, including Lender’s reasonable attorneys fees and expenses; (e) Intentionally Omitted; (f) Intentionally Omitted; and (g) Transfers of direct or resaleindirect Equity Interests in Borrower among the holders thereof as of the date hereof provided no such Transfer results in a change in Control of Borrower.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or Shares other than pursuant to an effective registration statementstatement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Holder or Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, 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 Shares under the Securities Act. As a condition of transfer, any such transferee shall compensate agree in writing to be bound by the Company for its reasonable expenses incurred terms of this Agreement and shall have the rights of a Purchaser under this Agreement. (b) Certificates evidencing the Shares will contain the following legend, until such time as they are not required under Section 4.1(c): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY SATISFACTORY TO MBF HEALTHCARE ACQUISITION CORP., THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (c) Each Purchaser agrees that the removal of the restrictive legend from certificates representing Shares as set forth in connection with effectuating such transfer this Section 4.1 is predicated upon the Company’s reliance that the Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or resalean exemption therefrom.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Except as set forth in Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act7.02 below, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant Warrants and all rights hereunderthereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this such Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinmaintained for such purpose, together with a written assignment of this such Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferthereof. Upon such surrender and, if required, such paymentand payment of all applicable transfer taxes, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this surrendered Warrant shall promptly be cancelledcanceled. Following a transfer that complies with the requirements of this Section 3.1The transferred Warrant, the Warrant if properly assigned in compliance herewith, may be exercised by a new Holder an assignee for the purchase of shares of Common Stock regardless of whether the Company issued or registered without having a new Warrant on issued. The Company will not close its stock transfer books against a transfer of the Warrants or the Warrant Securities or any exercise of the Warrants. Any such transfer or exercise tendered while such stock transfer books shall be closed shall be deemed effective immediately prior to such closure. Subject to Section 7.02 below, the Warrants may be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder thereof. In connection Subject to compliance with this Section 7.01, as to any transfer of this which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the resale Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses (other than transfer taxes and income taxes, if any, of the Warrant Stock pursuant to Rule 144 or transferee) and other than pursuant to an effective registration statement, the Holder or transferee shall compensate charges incurred by the Company for in the performance of its reasonable expenses incurred obligations in connection with effectuating such the preparation, issue and delivery of Warrants under this Section. The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants. Notwithstanding any provision to the contrary contained herein, the Warrants and the Warrant Securities shall be transferable only in compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Warrant or resaleany Warrant Securities.

Transfer. The Warrants At or before 2:00 p.m., New York time, on the Effective Date, each Assignee shall pay to each Assignor (other than any Assignor that is an Assignee), in immediately available funds, an amount equal to the purchase price, as agreed between such Assignor and such Assignee (the Warrant Stock “Purchase Price”), of the portion of the outstanding Equipment Asset Note Principal Balance under the Equipment Asset Note owned by such Assignor (such Assignee’s “Assignment Percentage”) that is being assigned to such Assignee (which Purchase Price shall be freely transferableset forth on Exhibit D). Effective upon receipt by each Assignor of the applicable Purchase Price from the applicable Assignee, subject to compliance with this Section 3.1 such Assignor hereby irrevocably sells, assigns and all applicable laws, including, but not limited transfers to the Securities Act. Ifapplicable Assignee, at without recourse, representation or warranty (except as set forth in Section 5.8), and such Assignee hereby irrevocably purchases, takes and assumes from the time applicable Assignor, such Assignee’s Assignment Percentage of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration presently outstanding Equipment Asset Note Principal Balance under the Securities Act Equipment Asset Notes owned by such Assignor, together with all instruments, documents and any applicable state lawcollateral security pertaining thereto, except if such transfer is to an Affiliate of such Holder; and (ii) that the Holder or transferee execute and deliver Purchaser Percentage of such Assignor with respect to the Company an investment representation letter Equipment Asset Facility Amount and the other rights and duties of such Assignor under the NPA. With respect to any Assignor or Assignee in form its capacity as a Committed Purchaser, if applicable, effective upon the Effective Date, each Assignor hereby irrevocably sells, assigns, and substance acceptable transfers to the Company applicable Assignee, without recourse, representation or warranty (except as set forth in Section 5.8), and substantially each Assignee hereby irrevocably purchases, takes and assumes from the applicable Assignor, the Assignee’s Assignment Percentage of such Assignor’s Commitment, and other rights, duties and obligations of such Assignor under the NPA. The transfer under this Section 5 is intended by the parties hereto to effect a purchase by the Assignees and a sale by the Assignors of interests in the form attached Equipment Asset Notes, and it is not to be construed as Exhibit C hereto; a loan or a commitment to make a loan by the Assignees to the Assignors. Unless otherwise paid pursuant to this Section 5.1 by the Assignees, the Issuer shall pay to each Assignor, in immediately available funds, all interest, fees and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated other amounts accrued and owing to such Assignor under the Securities Act. Transfer of this Warrant and all rights hereunder, NPA or otherwise in whole or in part, in accordance with the foregoing provisions, shall be registered on the books respect of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office Equipment Asset Notes as of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleEffective Date.

Transfer. The Warrants and the Warrant Stock Tenant shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time do any of the surrender following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, by operation of this Warrant in connection with any transfer law or otherwise without the prior written consent of this Warrant or the resale of the Warrant StockLandlord, this Warrant or the Warrant Stock, as applicable, which consent shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer unreasonably withheld: (i) that sublet all or any part of the Holder Premises or transferee allow it to be sublet, occupied or used by any other person (the agents and servants of this Warrant Tenant excepted) whether by sublease, license, concession, franchise, agency, or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holdermanagement agreement; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the Holder evaluation, processing, and/or documentation of any requested Transfer, whether or transferee execute not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (i) Hazardous Materials used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law by the Tenant or the proposed Subtenant or Assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same terms and deliver conditions as stated in Tenant’s notice given to the Company an investment representation letter in form and substance acceptable Landlord pursuant to the Company and substantially in the form attached as Exhibit C hereto; Section 14.1B, and (iii) that in the case of an assignment of the Lease, contains the agreement of the proposed transferee be to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer Event of this Warrant Tenant’s Default and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements provisions of this Section 3.114.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the Warrant may be exercised by a new Holder for consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books rent and to perform all of the Companyother obligations to be performed by Tenant hereunder. In connection with The acceptance of rent by Landlord from any transfer person shall not be deemed to be a waiver by Landlord of any provision of this Warrant Lease or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant be a consent to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleany Transfer.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer This Assignment constitutes either: (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish a valid transfer and assignment to the Company a written opinion Trust of counsel that is reasonably acceptable all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Company to Additional Accounts designated hereby, and all proceeds (as defined in the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate UCC) of such HolderReceivables and Insurance Proceeds relating thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) that a valid and continuing security interest (as defined in the Holder UCC) in the Receivables now existing or transferee execute hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and deliver Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Company an investment representation letter in form Trust, which security interest is prior to all other Liens, and substance acceptable is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Company and substantially Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the form attached as Exhibit C heretoUCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) that if this Assignment constitutes the transferee be an "accredited investor" grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in Rule 501 the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (asubject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to be maintained for such purpose, upon surrender of this Warrant at perfect the principal office security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute “accounts” within the meaning of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleapplicable UCC.

Transfer. The Warrants Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited execution satisfactory to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer Subscription Receipt Agent only upon (i) that the Holder or transferee of this Warrant or the Warrant Stock as in the case may beof Subscription Receipt Certificates, surrendering to the Subscription Receipt Agent at the cost principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of Holder or transferee, furnish transfer (in the form attached to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such HolderSubscription Receipt Certificate as set out in Schedule “A” attached hereto); (ii) that in the Holder or transferee execute and deliver case of Uncertificated Subscription Receipts, surrendering to the Company an investment representation letter Subscription Receipt Agent at the principal office instruction from the holder in form and substance acceptable reasonably satisfactory to the Company and substantially Subscription Receipt Agent; (iii) in the form attached as Exhibit C heretocase of CDS Subscription Receipts, compliance with Applicable Procedures prescribed by the Depository under the book entry registration system; and (iiiiv) that the transferee be an "accredited investor" as defined in Rule 501 compliance with: (a) promulgated under the Securities Actconditions herein; (b) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (c) all applicable securities laws and requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Transfer Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of this Warrant a Certificated Subscription Receipt, a Subscription Receipt Certificate representing the Subscription Receipts transferred, and all rights hereunderto the transferee of an Uncertificated Subscription Receipt, in whole an Uncertificated Subscription Receipt (or in partit shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request) representing the Subscription Receipts transferred, and the transferee of a CDS Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the foregoing provisions, book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent. No duty shall rest with the Subscription Receipt Agent to determine compliance of the transferor or transferee with applicable securities laws. The Subscription Receipt Agent shall be registered on the books of the Company entitled to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney assume that all transfers are legal and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleproper.

Transfer. The Warrants and Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the Warrant Stock shall applicable law effective on the date of such transfer or assignment, Counterparty will not be freely transferablerequired, subject as a result of such transfer or assignment, to compliance with this Section 3.1 and all applicable laws, including, but not limited pay to the Securities Act. Iftransferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no 12 Termination Event with respect to which Dealer is the surrender of this Warrant in connection with any transfer of this Warrant Defaulting Party or the resale of the Warrant Stockan Affected Party, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder exists or transfereewould result therefrom, furnish and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the Company terms of a written opinion of counsel that is reasonably acceptable Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the Company contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the effect that extent of any such transfer may be made performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a Transaction pursuant to the Confirmation (including, without registration under limitation, by making calculations, adjustments or determinations with respect to such Transaction but not, for the Securities Act avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and any applicable state law, except if such transfer is to an Affiliate of such Holder; in a commercially reasonable manner and (ii) that the Holder or transferee execute and deliver to the Company extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an investment representation letter in form and substance acceptable event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereundersuch Transaction, in whole its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in partreasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in accordance each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Party A is the foregoing provisionssole Defaulting Party, Party B shall be registered have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the books date such Event of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney Default occurred and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant ending on the books Early Termination Date with respect to such Event of Default, as the CompanyCalculation Agent. In connection with any transfer Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of this Warrant or the resale Giving Notice: Dealer’s Contact Details for Purpose of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.Giving Notice: To be provided by Dealer. 3. Effectiveness. 13

Transfer. (1) The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that Convertible Note is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered registrable on the books of the Company to be maintained for such purpose, Convertible Note Register upon surrender of this Warrant Convertible Note for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Convertible Notes, of authorized denominations and for the same aggregate principal office amount, will be issued to the designated transferee or transferees. Such Convertible Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Convertible Note for registration of transfer, the Company and any agent of the Company referred may treat the Person in whose name this Convertible Note is registered as the owner thereof for all purposes, whether or not this Convertible Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. (2) Upon presentation of this Convertible Note for registration of transfer at the Designated Office accompanied by (i) certification by the transferor that such transfer is in Section 2.1 or compliance with the office or agency designated terms hereof and (ii) by a written instrument of transfer in a form approved by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder Holder, in person or its agent or by the Holder’s attorney thereunto duly authorized in writing, and funds sufficient to pay any transfer taxes payable upon including the making name, address and telephone and fax numbers of such transfer. Upon such surrender and, if requiredthe transferee and name of the contact person of the transferee, such paymentConvertible Note shall be transferred on the Convertible Note Register, the Company shall execute and deliver a new Warrant or Warrants Convertible Note of like tenor and bearing the same legends shall be issued in the name of the assignee transferee and sent to the transferee at the address and c/o the contact person so indicated. Transfers and exchanges of Convertible Notes shall be subject to such additional restrictions as are set forth in the legends on the Convertible Notes and to such additional reasonable regulations as may be prescribed by the Company as specified in Section 9 hereof. Successive registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be Convertible Noted on the Convertible Note register. (3) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or assignees mutilation of this Convertible Note, and in the denomination specified in such instrument case of assignmentloss, and shall issue theft or destruction, receipt of indemnity reasonably satisfactory to the assignor Company and upon surrender and cancellation of this Convertible Note, if mutilated, the Company will deliver a new Warrant evidencing the portion Convertible Note of this Warrant not so assignedlike tenor and dated as of such cancellation, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements in lieu of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleConvertible Note.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time 12.07 of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockAgreement, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer Debenture may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferred on the books of the Company Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, in multiples of $10,000, only upon (i) delivery to be maintained for such purpose, upon surrender the Borrower of this Warrant at the principal office a duly executed assignment of the Company referred Debenture, or part thereof, to in Section 2.1 or the office or agency designated by the Company as provided hereinproposed new Holder, together along with a written assignment current notation of this Warrant substantially in the form amount of Exhibit B hereto duly executed by the Holder or its agent or attorney payments received and funds sufficient to pay any transfer taxes payable upon the making net Principal Amount yet unfunded, and presentment of such transfer. Upon such surrender andDebenture to the Borrower for issue of a replacement Debenture, if requiredor Debentures, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Holder is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or assignees and in waivers under the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Debenture, the Warrant may Agreement, or other Loan Documents; and any action, consent or waiver (other than a compromise of principal and interest) when given or taken by Lender's agent for notice, shall be exercised by deemed to be the action of the holders of a new Holder for majority in amount of the purchase Principal Amount of shares of Common Stock regardless of whether the Company issued or registered a new Warrant Debenture, as such holders are recorded on the books of the Company. In connection Borrower, and (iii) in compliance with the legend to read as follows: "This Debenture has not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts"), and shall not be sold, hypothecated, or otherwise transferred, unless such transfer is made in compliance with the Act and the State Acts." The Company shall be entitled to treat any transfer holder of this Warrant or the resale record of the Warrant Stock pursuant Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to Rule 144 recognize any equitable or other than pursuant claim to an effective registration statementor interest in this Debenture in the name of any other person, the Holder whether or transferee not it shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer have express or resaleother notice thereof, except as otherwise provided by applicable law.

Transfer. The Warrants This Warrant and the Warrant Stock issuable upon exercise of this Warrant shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 10, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants parties hereto agree that each Bank (an “Existing Bank”) may transfer all or any part (which, in the case of a transfer of part only, shall be in an amount of its Commitments and Contributions which is in aggregate not less than ten million Dollars ($10,000,000) of its rights, benefits and obligations under this Agreement and the Warrant Stock other Facility Documents to another person (a “Transferee”) provided that, in the case of (a) any transfer made when no Event of Default has occurred and is continuing, the Borrower has given its consent thereto, such consent not to be unreasonably withheld or delayed and, in any case, shall be freely transferable, subject deemed to compliance with this Section 3.1 and all applicable laws, including, but have been given if the Bank Agent has not limited received notice from the Borrower that consent will not be given on or prior to the Securities Act. If, at date falling seven (7) Banking Days after the time date the Borrower received notice of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C heretorelevant proposed transfer; and (iiib) that any partial transfer, the transferee be an "accredited investor" as defined same proportion of the rights, benefits and obligations in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, relation to each Facility shall be registered on transferred. Any such transfer shall be effected upon not less than five (5) Banking Days’ prior notice by delivery to the books Bank Agent of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly completed Transfer Certificate duly executed by the Holder or its agent or attorney Existing Bank and funds sufficient the Transferee, together with the payment by the Existing Bank to pay any transfer taxes payable upon the making Bank Agent of a fee of two thousand Dollars ($2,000) in respect of the administrative costs incurred by the Bank Agent in connection with such transfer. Upon Any Transferee shall be a Professional Market Party. On the Effective Date (as specified and defined in a Transfer Certificate so executed and delivered), to the extent that the Commitments and Contributions of the Existing Bank are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to this clause 15.3, by virtue of the counter-signature of the Transfer Certificate by the Bank Agent (for itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Bank shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) and their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.3.2 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such surrender Existing Bank) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Transferee instead of to or by such Existing Bank; and, if required, 15.3.3 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such payment, Existing Bank) shall acquire rights against each other which differ from the Company discharged rights only insofar as they are exercisable by or against such Transferee instead of by or against such Existing Bank. The Bank Agent shall execute promptly notify the other Banks and the Borrower of the receipt by it of any Transfer Certificate and shall promptly deliver a new Warrant or Warrants in the name copy of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Transfer Certificate to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleBorrower.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act; provided, however, that a Holder must obtain the prior written consent of the Company in order to transfer Warrants representing the right to purchase less than 100,000 shares of Warrant Stock. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; B hereto and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B C hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or after the resale of Registration Statement (as defined in the Warrant Stock pursuant to Rule 144 or other than pursuant to an Registration Rights Agreement) is declared effective registration statementunder the Securities Act, the Holder or transferee of this Warrant shall compensate reimburse the Company for its reasonable expenses incurred out of pocket costs in connection with effectuating such transfer or resale(including without limitation the reasonable attorneys fees for preparing and filing a prospectus supplement with the SEC and/or delivering an updated opinion letter to the Seller’s transfer agent).

Transfer. The Warrants and shall be transferable on the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender Register only upon delivery of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto Certificate duly executed endorsed by the Holder or its agent by his duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and a copy thereof may be required to be deposited and remain with the Company in its discretion. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall promptly execute and deliver a new Warrant Certificate or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Warrant Certificates to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledpersons entitled thereto. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with Prior to transferring any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statementWarrants, the Holder or transferee shall compensate notify any prospective Transferee of the number of Warrants represented by this Warrant Certificate at the time of such transfer as set forth in the Company’s records. For the avoidance of doubt, no consent of the Company for its reasonable expenses incurred shall be required with respect to any transfer by the Holder to any Purchaser (as such term is defined in connection with effectuating such transfer or resalethe Securities Purchase Agreement). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO TRANSFER OF THIS WARRANT CERTIFICATE OR THE WARRANTS REPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS THE HOLDER DELIVERS THIS WARRANT CERTIFICATE TO THE COMPANY AND THE COMPANY ISSUES A NEW CERTIFICATE IN THE NAME OF THE TRANSFEREE FOR THE NUMBER OF WARRANTS REMAINING TO BE EXERCISED AS SET FORTH IN THE RECORDS OF THE COMPANY OR SUCH LESSER AMOUNT OF WARRANTS BEING TRANSFERRED (IN WHICH CASE THE COMPANY SHALL ISSUE TO THE HOLDER A NEW WARRANT CERTIFICATE IN THE NAME OF THE HOLDER FOR THE NUMBER OF WARRANTS REMAINING TO BE EXERCISED AS SET FORTH IN THE RECORDS OF THE COMPANY MINUS THE AMOUNT OF WARRANTS BEING TRANSFERRED). ANY PURPORTED TRANSFER IN VIOLATION OF THE FOREGOING SHALL BE NULL AND VOID.

Transfer. (a) The Warrants right, title and interest in and to the Purchased Assets and the Warrant Stock Purchased Shares shall be freely transferablesold, assigned, transferred, conveyed and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Shares and the Purchased Assets and an assumption of the Assumed Liabilities in accordance with the terms set forth herein in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements shall be in a form mutually agreed by the Parties as between Seller and/or one or more of its Other Sellers and Buyer and/or one or more of its Other Buyers, as required in each jurisdiction, and shall include: (i) with respect to the Purchased Assets and Assumed Liabilities, a ▇▇▇▇ of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”); (ii) with respect to the Purchased Shares, to the extent that such Purchased Shares are in certificated form, certificates evidencing the Purchased Shares duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent that such Purchased Shares are not in certificated form, stock powers or other instruments of transfer duly executed in blank, and either case with any required stock transfer stamps affixed thereto; (iii) with respect to the Purchased Shares of the Chinese Subsidiary, an updated business license and any other necessary documents evidencing that the filing with the Administration of Market Regulation has been completed regarding the transfer of the Purchased Shares (the “AMR Filing”) of the Chinese Subsidiary and the appointment of new directors and officers to the Chinese Subsidiary, with such new directors and officers to be designated by Buyer; (iv) with respect to the Owned Real Property, duly executed (and, to the extent required, notarized) and delivered Conveyance Documents, conveying the Owned Real Property to Buyer subject only to the Permitted Liens; (v) with respect to the Leased Real Property, a duly executed and delivered assignment and assumption of each Real Property Lease in a form reasonably acceptable to Buyer and Seller, as required to assign all of the tenant’s rights under each Real Property Lease to Buyer; (vi) with respect to Intellectual Property Rights, an intellectual property assignment agreement in substantially the form attached hereto as Exhibit C (the “IP Assignment Agreement”) and (vii) to the extent required by Law or otherwise agreed by the Parties and in compliance with this Section 3.1 and all applicable laws2.5(b), includinga local transfer agreement for each jurisdiction other than the United States in which Purchased Assets or Assumed Liabilities are located or the Purchased Entities are organized (each such agreement, but not limited to a “Local Transfer Agreement”). (b) Each Local Transfer Agreement shall be that which is customary in the Securities Act. If, at the time relevant jurisdiction for a transfer of the surrender type of this Warrant in connection with any transfer of this Warrant assets or the resale of the Warrant Stock, this Warrant or the Warrant Stockshares, as applicable, shall not be registered for resale under being transferred pursuant to such Local Transfer Agreement and otherwise mutually acceptable to Buyer and Seller (and the Securities Act, the Company may requirerelevant Other Sellers and Other Buyers, as a condition of allowing such transfer required under applicable local Law) in all respects; provided that in each case that (i) that to the Holder extent permissible under local Law, the Local Transfer Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets or transferee of this Warrant Purchased Shares and shall not have any effect on the value being received by Seller or given by Buyer in the Purchase Transaction, or the Warrant Stock as terms and conditions of the case may betransactions contemplated hereby, at the cost all of Holder or transfereewhich shall be determined by this Agreement, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act except where required by local Law (and any applicable state lawconsideration paid by Buyer or any of its Affiliates to Seller or any of its Subsidiaries pursuant to any Local Transfer Agreement shall be deemed for all purposes to comprise part of, except if such transfer is to an Affiliate of such Holder; and not be in addition to, the amounts payable hereunder), (ii) that the Holder no such Local Transfer Agreement shall in any way modify, amend, or transferee execute and deliver constitute a waiver of, any provision of this Agreement (except to the Company an investment representation letter in form and substance acceptable to extent required by Law of the Company and substantially in the form attached as Exhibit C hereto; applicable jurisdiction) and (iii) that no such Local Transfer Agreement shall include any additional representations or warranties, covenants or agreements except to the transferee extent required by Law of the applicable jurisdiction. In the event of any inconsistency between this Agreement and a Local Transfer Agreement, this Agreement will control to the extent permissible under Law of an applicable jurisdiction. Such Purchase Transaction pursuant to this Agreement or any other Local Transfer Agreement will be an "accredited investor" effective as defined of Closing or at such other times as specifically provided in Rule 501 (a) promulgated under each respective Local Transfer Agreement and will be subject to the Securities Act. Transfer terms and conditions of this Warrant Agreement and the applicable Local Transfer Agreement. (c) Notwithstanding anything to the contrary in this Section 2.5, all rights hereunder, in whole transfers and assumptions contemplated by this Agreement (including pursuant to this Section 2.5) with respect to Buyer or in part, in accordance with the foregoing provisions, an Other Buyer shall be registered on the books of the Company transfers to, or assumptions by, Buyer (and not an Other Buyer) unless (i) Buyer has designated an Other Buyer with respect to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleassumption, including the Other Buyers listed on Schedule 2.1 of the Disclosure Letter, and (ii) the transfer to, or assignment by, any Other Buyer that is not listed on Schedule 2.1 of the Disclosure Letter would not result in any additional costs, expenses or Taxes of Seller or its Subsidiaries (as compared to a transfer to, or assumption by, Buyer); provided, however, that this clause (ii) shall not apply if the transfers or assumptions relate to an Other Seller designated or added by Seller after the date of this Agreement.

Transfer. The Warrants and the Warrant Stock shall not be be freely transferabletransferable until such time that the Company receives shareholder approval to increase the number of its authorized shares. Upon receipt of such approval, then the Warrants and Warrant Stock shall be freely tradeable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants (a) For six months following the date of this Nasdaq Stockholders’ Agreement, Investor AB shall not transfer, sell, assign, or otherwise dispose of (“Transfer”) any of the Shares beneficially owned by it, except (A) in compliance with all applicable federal securities laws and (B): (i) to one or more Affiliates, so long as such Affiliates agree in writing to be bound by and Investor AB continues to be bound by the Warrant Stock terms of this Nasdaq Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, Investor AB and such Affiliates will be treated as one “party” for all purposes under this Nasdaq Stockholders’ Agreement); provided, however, that if any such transferee ceases to be an Affiliate of Investor AB, then such transferee shall transfer its Shares to Investor AB or one of its Affiliates then a Party to this Nasdaq Stockholders’ Agreement; (ii) to Nasdaq or any of its Subsidiaries, including pursuant to a share buyback (for the avoidance of doubt, to the extent that Investor AB’s participation in such buyback is limited to its pro rata interest, such interest shall be freely transferablebased on its beneficial ownership, subject provided, however, that in no event shall Investor AB’s participation in any buyback for which participation is so limited exceed the pro rata interest based on Investor AB’s beneficial ownership); (iii) pursuant to compliance with a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq; provided, however, that notwithstanding the foregoing, a Transfer pursuant to a voluntary tender of Shares may only be undertaken in reliance on this Section 3.1 and all applicable lawsclause (iii) if, including, but not limited within 10 Business Days of the date on which notice of such transaction is first sent or given to the Securities Act. IfBoard of Directors, at the time Board of Directors does not recommend rejection of such transaction; or (iv) with the surrender prior written consent of this Warrant Nasdaq. (b) Notwithstanding anything in connection with any transfer of this Warrant or the resale of foregoing to the Warrant Stockcontrary, this Warrant or the Warrant Stock, as applicable, Investor AB shall not be registered for resale Transfer any Shares to any Competitor except (A) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq, (B) in any such Transfer pursuant to a public offering or a sale pursuant to Rule 144 under the Securities Act, the Company may requireprovided that Investor AB does not have actual knowledge that a purchaser pursuant thereto is a Competitor, as a condition of allowing such transfer or (iC) that the Holder to any investment bank or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an its Affiliate of such Holder; (ii1) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached capacity of an underwriter, placement agent, broker, dealer or similar function or (2) in a transaction (or series of related transactions) involving the transfer of Shares representing less than 5.0% of the outstanding Common Stock; and (c) To the extent any securities have been registered in accordance with Section 2.1(c) or Section 2.1(d) of the 2005 Registration Rights Agreement, and for so long as Exhibit C hereto; and Investor AB continue to own any Registrable Securities (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder2008 Registration Rights Agreement, in whole or in part, in accordance with but without giving effect to the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making second sentence of such transfer. Upon such surrender anddefinition), if requiredInvestor AB shall not effect any sale or distributions of Shares, such payment, the Company shall execute and deliver including a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock sale pursuant to Rule 144 or other (except as part of any such registration, if permitted), during such period as the lead underwriter of such registration may reasonably request, no greater than pursuant ninety (90) days, beginning on the effective date of any registration statement relating to an effective registration statement, offering under Section 2.1(c) of the Holder 2005 Registration Rights Agreement or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalepricing of an offering under Section 2.1(d) of the 2005 Registration Rights Agreement.

Transfer. The Warrants Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited execution satisfactory to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer Subscription Receipt Agent only upon (i) that the Holder or transferee of this Warrant or the Warrant Stock as in the case may beof Subscription Receipt Certificates, surrendering to the Subscription Receipt Agent at the cost principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of Holder or transferee, furnish transfer (in the form attached to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such HolderSubscription Receipt Certificate as set out in Schedule "A" attached hereto); (ii) that in the Holder or transferee execute and deliver case of Uncertificated Subscription Receipts, surrendering to the Company an investment representation letter Subscription Receipt Agent at the principal office instruction from the holder in form and substance acceptable reasonably satisfactory to the Company and substantially Subscription Receipt Agent; (iii) in the form attached as Exhibit C heretocase of CDS Subscription Receipts, compliance with Applicable Procedures prescribed by the Depository under the book entry registration system; and (iiiiv) that the transferee be an "accredited investor" as defined in Rule 501 compliance with: (a) promulgated under the Securities Actconditions herein; (b) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (c) all applicable securities laws and requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Transfer Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of this Warrant a Certificated Subscription Receipt, a Subscription Receipt Certificate representing the Subscription Receipts transferred, and all rights hereunderto the transferee of an Uncertificated Subscription Receipt, in whole an Uncertificated Subscription Receipt (or in partit shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request) representing the Subscription Receipts transferred, and the transferee of a CDS Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the foregoing provisionsbook entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent. Notwithstanding any other provision of this Agreement, no duty or responsibility shall rest with the Subscription Receipt Agent to determine compliance by the transferor or transferee of Subscription Receipts with the terms of any legend affixed (or deemed to be affixed) thereon, or with Applicable Legislation. The Subscription Receipt Agent shall be registered on the books of the Company entitled to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney assume that all transfers are legal and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleproper.

Transfer. The Warrants Upon the terms and subject to the conditions hereof: (a) On the Settlement Date, the Transferor and the Warrant Stock Transferee hereby agree to effect each Transfer, and accordingly: (i) with respect to each Sold Collateral Loan, the Transferor hereby sells, transfers, assigns and conveys to the Transferee, and the Transferee hereby purchases from the Transferor, all of the Transferor’s right, title, benefit and interest in and to such Collateral Loan, including any rights to any payment or other periodic distributions accruing from and including the Settlement Date) as provided in Section 1.02 (“Income Collections”); and (ii) with respect to each Participated Collateral Loan, the Transferor irrevocably grants to the Transferee, and the Transferee acquires from the Transferor, a 100% undivided participation interest in such Collateral Loan, which interest shall be freely transferableunderstood to include all Income Collections and, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. Ifextent permitted to be transferred under applicable law, at the time all claims, causes of action and any other right of the surrender of this Warrant Transferor (in its capacity as a lender under any credit documentation executed and delivered in connection with a Collateral Loan), whether known or unknown, against any transfer obligor or any of this Warrant its affiliates, agents, representatives, contractors, advisors or other Person arising under or in connection with such documentation or that is in any way based on or related to any of the foregoing or the resale of loan transactions governed thereby, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Warrant Stockrights and obligations sold and purchased pursuant to this Agreement (each, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Acta “Participation Interest” and collectively, the Company may require“Participation Interests”), as a condition of allowing such transfer (i) that in each case upon the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish terms and subject to the Company a written opinion conditions set forth in this Agreement, and with effect on and after the Settlement Date the Transferee agrees to reimburse the Transferor for all amounts paid by the Transferor in respect of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, each Participated Collateral Loan in accordance with the foregoing provisionsapplicable Underlying Instruments (or, shall be registered in the case of Section 2.04, perform its funding obligations thereunder with respect to each Participated Collateral Loan). (b) The Transferee agrees that on the books Settlement Date, the Transferee shall pay to the Transferor the Purchase Price for each such Sold Collateral Loan or Participated Collateral Loan in the lawful currency of the Company United States by wire transfer in immediately available funds to be maintained an account previously specified for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated purpose by the Company as provided herein, together with a written assignment Transferor. (c) The agreed Purchase Price of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant each Collateral Loan is set forth on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleAnnex A hereto.

Transfer. (a) So long as any Securities remain outstanding, the Company shall maintain at its principal executives offices in the United States an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, and where notices and demands to or upon the Company in respect of the Securities may be served. The Warrants Company will at all times act as its own security registrar and paying and transfer agent for such purposes and agrees to cause to be kept at such office a register (the Warrant Stock shall be freely transferable"Security Register") in which, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, such reasonable regulations as applicable, shall not be registered for resale under the Securities Actit may prescribe, the Company may requirewill provide for the registration of Securities and registration of transfers of Securities. As of the date this Debenture was originally issued, as such principal executive offices of the Company were located at ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Principal Executive Offices"). The Company shall not change the location of its Principal Executive Offices unless Company provides all Registered Holders with no less than thirty (30) days prior written notice. (b) The transfer of a condition Debenture is registrable on the Security Register upon surrender of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, Debenture at the cost Principal Executive Offices duly endorsed by, or accompanied by a written instrument of Holder or transferee, furnish transfer in form reasonably satisfactory to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Registered Holder thereof, or its agent or the Registered Holder's attorney duly authorized in writing, together with any certifications and funds sufficient representations which Company may reasonably require to pay any transfer taxes payable upon reflect compliance with all applicable securities laws, rules and regulations and the making due authorization of such transferthe transaction. Upon such surrender and, if required, such paymentof this Debenture for registration of transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee designated transferee or assignees transferees, one or more new Securities, dated the date of the execution thereof, of any authorized denominations and of a like tenor, form and aggregate principal amount. (c) At the option of the Registered Holder, upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the denomination specified in such instrument Securities to be exchanged at the Principal Executive Offices. Whenever any Securities are so surrendered for exchange, the Company shall execute and deliver the Securities which the Registered Holder making the exchange is entitled to receive. Any registration of assignment, and shall issue to transfer or exchange will be effected only upon the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies Company being reasonably satisfied with the requirements documents of this Section 3.1, title and identity of the Warrant may person making the request and subject to compliance with applicable Federal and state securities laws. (d) All Securities issued upon any registration of transfer or exchange of Securities shall be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. In No service or other charges shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any transfer therewith. (e) Prior to due presentment of this Warrant or the resale Debenture for registration of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statementtransfer, the Holder Company may treat the person in whose name this Debenture is registered as the owner hereof for all purposes, whether or transferee shall compensate not this Debenture be overdue, and the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleshall not be affected by notice to the contrary.

Transfer. (a) So long as any Debentures remain Outstanding (as hereinafter defined), the Issuer shall maintain at its principal executives offices in the United States an office or agency where Debentures may be presented or surrendered for payment, where Debentures may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion pursuant to Sections 9 or 10 hereof, and where notices and demands to or upon the Issuer in respect of the Debentures may be served. The Warrants Issuer will at all times act as its own security registrar and paying and transfer agent for such purposes and agrees to cause to be kept at such office a register (the Warrant Stock shall be freely transferable"Security Register") in which, subject to compliance with this Section 3.1 such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Debentures and all applicable laws, including, but not limited to the Securities Actregistration of transfers of Debentures. If, at the time As of the surrender date this Debenture was originally issued, such principal executive offices of this Warrant in connection the Issuer were located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Issuer shall not change the location of its principal executive offices unless Issuer provides all Registered Holders with any no less than thirty (30) days prior written notice. (b) The transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that Debenture is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered registrable on the books of the Company to be maintained for such purpose, Security Register upon surrender of this Warrant such Debenture at the principal office executive offices of the Company referred to in Section 2.1 Issuer duly endorsed by, or the office or agency designated accompanied by the Company as provided herein, together with a written assignment instrument of this Warrant substantially transfer in form reasonably satisfactory to the form of Exhibit B hereto Issuer duly executed by the Registered Holder thereof, or its agent or the Registered Holder's attorney duly authorized in writing, together with any certifications and funds sufficient representations which Issuer may reasonably require to pay any transfer taxes payable upon reflect compliance with all applicable securities laws, rules and regulations and the making due authorization of such transferthe transaction. Upon such surrender and, if required, such paymentof this Debenture for registration of transfer, the Company Issuer shall execute and deliver a new Warrant or Warrants deliver, in the name of the assignee designated transferee or assignees transferees, one or more new Debentures, dated the date of the execution thereof, of any authorized denominations and of a like tenor, form and aggregate principal amount. (c) At the option of the Registered Holder, upon request confirmed in writing, Debentures may be exchanged for Debentures of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the denomination specified in such instrument Debentures to be exchanged at the principal executive offices of assignmentthe Issuer. Whenever any Debentures are so surrendered for exchange, the Issuer shall execute and deliver the Debentures which the Registered Holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected only upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to compliance with applicable Federal and state securities laws. (d) All Debentures issued upon any registration of transfer or exchange of Debentures shall be the valid obligations of the Issuer, evidencing the same debt, and shall issue entitled to the assignor same benefits, as the Debentures surrendered upon such registration of transfer or exchange. No service or other charges shall be made for any registration of transfer or exchange, but the Issuer may require payment of a new Warrant evidencing the portion sum sufficient to cover any tax or other governmental charge payable in connection therewith. (e) Prior to due presentment of this Warrant Debenture for registration of transfer, the Issuer may treat the person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not so assignedthis Debenture be overdue, and this Warrant the Issuer shall promptly not be cancelled. Following a transfer that complies with affected by notice to the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalecontrary.

Transfer. The Warrants Except for any requirements of the Securities Act applicable to such Transfer, each of the members of the Shareholder Group may Transfer any of the Voting Securities Beneficially Owned by such member of the Shareholder Group to any transferee which is not a Significant Transferee without restriction, and may effect such a Transfer to a Significant Transferee with the Warrant Stock shall be freely transferableprior written consent of a majority of the Independent Directors; provided, subject however, that each of such members of the Shareholder Group may Transfer any of such Voting Securities to compliance with any Significant Transferee without restriction (other than as contemplated in the last sentence of this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If3.4) or obtaining such consent if, at the time of such Transfer, the surrender Shareholder Group Beneficially Owns at least 20% of the outstanding voting securities of such Significant Transferee and no other Person Beneficially Owns a greater percentage of the outstanding voting securities of such Significant Transferee than the percentage owned by the Shareholder Group (a “Permitted Significant Transferee”). The Shareholder Group shall obtain the prior written consent of a majority of the Independent Directors to any Transfer by the Shareholder Group of any voting securities of a Permitted Significant Transferee if, at the time of such Transfer, such Permitted Significant Transferee has a Total Ownership Percentage of greater than 20% and such Transfer would result in (x) the Shareholder Group Beneficially Owning less than 20% of the outstanding voting securities of such Permitted Significant Transferee or (y) any other Person Beneficially Owning a greater percentage of the outstanding voting securities of such Permitted Significant Transferee than the percentage Beneficially Owned by the Shareholder Group after giving effect to such Transfer. Notwithstanding the foregoing provisions of this Warrant in connection with any transfer Section 3.4, none of the restrictions of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, Section 3.4 shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer apply to (i) that a Transfer by any member of the Holder or transferee Shareholder Group of this Warrant or any of the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Voting Securities in a public offering pursuant to the Company which reasonable efforts are made to achieve a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate wide distribution of such Holder; Voting Securities, or (ii) a Transfer of Voting Securities among members of the Shareholder Group, provided that the Holder or any such transferee execute and deliver to shall agree with the Company an investment representation letter in form and substance acceptable writing prior to each such Transfer to be bound by the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer terms of this Warrant and all rights hereunder, in whole or in part, in accordance Agreement with the foregoing provisions, shall be registered on the books respect to its Beneficial Ownership of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleVoting Securities.

Transfer. 8.1 It is recorded that it will only be possible for the SELLER to give transfer of the UNIT to the PURCHASER upon the opening of the Sectional Title Register in respect of the DEVELOPMENT SCHEME in terms of the ACT. 8.2 The Warrants SELLER accordingly undertakes to use all reasonable endeavours to procure the opening of the Sectional Title Register as soon as is legally possible and practicable. 8.3 Transfer shall be passed by the SELLER'S ATTORNEYS and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to PURCHASER undertakes: 8.3.1 Within 3 (three) days of demand made by the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant SELLER and/ or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, SELLER'S ATTORNEYS to: 8.3.1.1 deliver / furnish to the Company a written opinion of counsel that is person who made such demand, such documents / information as may reasonably acceptable be required by such person; 8.3.1.2 do all such things as may be necessary to enable this AGREEMENT to be fulfilled without delay; 8.3.2 To keep all appointments with the SELLER'S ATTORNEY. 8.3.3 To sign all documents prepared by the SELLER'S ATTORNEYS and the Bond Attorneys to give effect to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer provisions of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books AGREEMENT within 3 (three) days of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender demand and, if required, such paymentthe documents are signed other than at the offices of the SELLER'S ATTORNEYS, the Company signed documents shall execute and deliver a new Warrant or Warrants in be delivered to the name SELLER'S ATTORNEYS within 3 (three) days of signature. 8.4 The PURCHASER shall accept transfer of the assignee UNIT subject to all conditions and servitudes benefiting or assignees burdening the UNIT and the LAND whether existing or hereafter imposed by any competent authority. 8.5 In the event of there being any minor difference between the dimensions of and/or the levies payable in respect of any UNIT as depicted on the denomination specified Sectional Plan from that reflected in such instrument this agreement, the PURCHASER shall nevertheless accept transfer. 8.6 Subject to the Provisions of assignment, Clause 16.2 the SELLER shall be liable and pay for all costs of transfer due to the SELLER’S ATTORNEYS and shall issue settle the costs of transfer, including Deeds Office fees, legal fees and the like, immediately upon request of the SELLER’S ATTORNEYS. 8.7 The PURCHASER shall accept registration of transfer when same is tendered to it and the PURCHASER shall not delay the registration of transfer notwithstanding that certain work covered by the provisions of Clause 12 has not yet been affected. The PURCHASER acknowledges that a breach of any of the aforegoing shall constitute a material breach of this Agreement. 8.8 The PURCHASER shall be responsible for ensuring that not less than 30 (thirty) days before the SELLER’S anticipated date of lodgment of all relevant documents at the Deeds Office that: 8.8.1 All the documents necessary for the registration of the transfer and if applicable the bond, which are required to signed by the PURCHASER; 8.8.1.1 have been properly completed and signed; and 8.8.1.2 comply fully with all requirements of the bank which granted the loan of the PURCHASER and the said Bank has confirmed that all its pre-lodgment and pre-registration requirements have been fulfilled and the said Bank has authorized in writing that registration of the bond may be proceeded with. 8.8.2 All amounts due by the PURCHASER in respect of this agreement has been paid to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleSELLER'S ATTORNEYS.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 This Agreement and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant Option Holders’ rights and obligations hereunder in connection with any transfer of this Warrant the Co-Investment Securities may be transferred or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may beassigned, at the cost of Holder or transferee, furnish any time and from time to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereundertime, in whole or in part, in accordance with to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the foregoing provisionsapplicable Transferee shall execute a signature page to this Agreement, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit the Option Holders’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Co-Investment Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Option Holders hereunder with respect to the Transferee Securities, and references herein to the “Option Holder” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Option Holders and any such Transferee shall be several and not joint and shall be made as to the Option Holders or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Co-Investment Securities to be purchased by the Option Holders hereunder shall be reduced by the total number of Co-Investment Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Option Holders and the Company amending Schedule B to this Agreement to reflect each transfer and updating the “Number of Co-Investment Shares”, “Number of Co-Investment Warrants”, and “Aggregate Purchase Price for Co-Investment Securities” on the Option Holders’ signature page hereto duly to reflect such reduced number of Co-Investment Securities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule B and the Option Holder’s signature page hereto need be so amended and updated and executed by each of the Holder or its agent or attorney Option Holders and funds sufficient to pay any transfer taxes payable the Company upon the making occurrence of any such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleTransferee Securities.

Transfer. The Warrants Except for any requirements of the Securities Act applicable to such Transfer, each of the members of the Shareholder Group may Transfer any of the Voting Securities Beneficially Owned by such member of the Shareholder Group to any transferee which is not a Significant Transferee without restriction, and may effect such a Transfer to a Significant Transferee with the Warrant Stock shall be freely transferableprior written consent of a majority of the Independent Directors; provided, subject however, that each of such members of the Shareholder Group may Transfer any of such Voting Securities to compliance with any Significant Transferee without restriction (other than as contemplated in the last sentence of this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If3.4) or obtaining such consent if, at the time of such Transfer, the surrender Shareholder Group Beneficially Owns at least 20% of the outstanding voting securities of such Significant Transferee and no other Person Beneficially Owns a greater percentage of the outstanding voting securities of such Significant Transferee than the percentage owned by the Shareholder Group (a "Permitted Significant Transferee"). The Shareholder Group shall obtain the prior written consent of a majority of the Independent Directors to any Transfer by the Shareholder Group of any voting securities of a Permitted Significant Transferee if, at the time of such Transfer, such Permitted Significant Transferee has a Total Ownership Percentage of greater than 20% and such Transfer would result in (x) the Shareholder Group Beneficially Owning less than 20% of the outstanding voting securities of such Permitted Significant Transferee or (y) any other Person Beneficially Owning a greater percentage of the outstanding voting securities of such Permitted Significant Transferee than the percentage Beneficially Owned by the Shareholder Group after giving effect to such Transfer. Notwithstanding the foregoing provisions of this Warrant in connection with any transfer Section 3.4, none of the restrictions of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, Section 3.4 shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer apply to (i) that a Transfer by any member of the Holder or transferee Shareholder Group of this Warrant or any of the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Voting Securities in a public offering pursuant to the Company which reasonable efforts are made to achieve a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate wide distribution of such Holder; Voting Securities or (ii) a Transfer of Voting Securities among members of the Shareholder Group, provided that the Holder or any such transferee execute and deliver to shall agree with the Company an investment representation letter in form and substance acceptable writing prior to each such Transfer to be bound by the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer terms of this Warrant and all rights hereunder, in whole or in part, in accordance Agreement with the foregoing provisions, shall be registered on the books respect to its Beneficial Ownership of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleVoting Securities.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock Stock, as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinpursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall as promptly as practicable and in any event within five Business Days execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants A Limited Partner may transfer, assign, pledge or encumber its partnership interest (or any portion thereof) only as provided herein. No such transferee, assignee, pledge, or secured creditor shall become a substituted Limited Partner unless the General Partner first consents to such substitution in writing, which consent shall be granted or denied in the sole discretion of the General Partner. Any transfer, assignment, pledge or encumbrance of interests permitted hereunder shall be effective as of the end of the month in which such transfer, assignment, pledge or encumbrance is made, provided that the Partnership need not recognize any transfer, assignment, pledge, or encumbrance unless it has received at least 20 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee, assignee, pledgee, or secured creditor and the Warrant Stock portion of the limited partnership interest transferred, assigned, pledged or encumbered. Such notice shall be freely transferablesigned by the Limited Partner and notarized. No transfer, subject to compliance with this Section 3.1 and all applicable lawsassignment, including, but not limited to pledge or encumbrance shall be permitted unless the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer General Partner is satisfied that (i) that such transfer, assignment, pledge or encumbrance would not be in violation of the Holder Act or transferee of this Warrant or the Warrant Stock as the case may beapplicable securities laws, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver Partnership shall continue to the Company be classified as a partnership rather than as an investment representation letter in form and substance acceptable to the Company and substantially in the form attached association taxable as Exhibit C hereto; a corporation for federal tax purposes, and (iii) it has received all documentation it may reasonably request. Any transferee, assignee, pledgee, or secured creditor of interests who has not been admitted to the Partnership as a substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under right of redemption to which his transferor, assignor, pledgor, or debtor would otherwise have been entitled and shall remain subject to the Securities Act. Transfer other terms of this Warrant and Agreement binding upon Limited Partners. The Limited Partner shall bear all rights hereundercosts (including any attorneys’ fees) related to such transfer, in whole assignment, pledge, or in partencumbrance of his interest (or portion thereof). No transfer, in accordance with the foregoing provisionsassignment, pledge or encumbrance shall be registered on permitted of any interest (or portion thereof) which has a fair market value that is less than the books lesser of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 $10,000 or the office or agency designated by the Company as provided herein, together with a written assignment total interest of this Warrant substantially such Limited Partner in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalePartnership.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time 12.08 of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockLoan Agreement, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer --------- Debenture may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferred on the books of the Company Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, in multiples of $100,000 only upon (i) delivery to be maintained for such purpose, upon surrender the Borrower of this Warrant at the principal office a duly executed assignment of the Company referred Debenture, or part thereof, to in Section 2.1 or the office or agency designated by the Company as provided hereinproposed new Holder, together along with a written assignment current notation of this Warrant substantially in the form amount of Exhibit B hereto duly executed by the Holder or its agent or attorney payments received and funds sufficient to pay any transfer taxes payable upon the making net Principal Amount yet unfunded, and presentment of such transfer. Upon such surrender andDebenture to the Borrower for issue of a replacement Debenture, if requiredor Debentures, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or assignees and in waivers under the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Debenture, the Warrant may Loan Agreement, or other Loan Documents; and any action, consent or waiver, (other than a compromise of principal and interest), when given or taken by Lender's agent for notice, shall be exercised by deemed to be the action of the holders of a new Holder for majority in amount of the purchase Principal Amount of shares of Common Stock regardless of whether the Company issued or registered a new Warrant Debenture, as such holders are recorded on the books of the Borrower, and (iii) in compliance with the legend to read as follows: "The Securities represented by this Debenture have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be sold, ________________________________________________________________________________ Page 6 ________________________________________________________________________________ Issuers Initial ________________________________________________________________________________ hypothecated, donated or otherwise transferred unless the Company shall have received an opinion of Legal Counsel for the Company. In connection with , or such other evidence as may be satisfactory to Legal Counsel for the Company, to the effect that any such transfer shall not require registration under the Act and the State Acts." The Company shall be entitled to treat any holder of this Warrant or the resale record of the Warrant Stock pursuant Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to Rule 144 recognize any equitable or other than pursuant claim to an effective registration statementor interest in this Debenture in the name of any other person, the Holder whether or transferee not it shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer have express or resaleother notice thereof, except as otherwise provided by applicable law.

Transfer. The Warrants This Warrant and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 have not been and all applicable laws, including, but are not limited to being registered under the Securities ActAct or any state securities laws. This Warrant may not be offered for sale, sold, assigned or transferred by Holder (other than to an Affiliate of Holder) without the prior written consent of the Company. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state lawAct, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the an office or agency designated by the Company as provided hereinCompany, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants and the Warrant Stock This Note shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Actregistered. IfThe Company will keep, at its principal executive office, books for the time registration and registration of the surrender of this Warrant in connection with any transfer of this Warrant or the resale Note. Prior to presentation of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered Note for resale under the Securities Actregistration of transfer, the Company may require, shall treat the Investor as a condition of allowing such transfer (i) that the Holder or transferee owner and holder of this Warrant Note for all purposes whatsoever. The holder of this Note, at its option, may in person or by duly authorized attorney surrender the Warrant Stock same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, receive in exchange therefor one or more new Note(s), dated the date of this Note and registered in the name of such person or persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then-outstanding Principal Amount and any accrued and unpaid interest. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case may beof loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the cost same manner as this Note, in the same principal amount as the then-outstanding Principal Amount and any accrued and unpaid interest and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of Holder this Note. This Note may not be transferred, assigned or transferee, furnish to delegated by the Company a without the prior written opinion consent of counsel that is reasonably acceptable to the Investor. The Investor may assign this Note without the prior written consent of the Company to any of its affiliates, so long as the effect that such transfer may be made without registration under the Securities Act and any applicable state lawassignee executes a joinder to this Note, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable reasonably satisfactory to the Company and substantially in Company, pursuant to which such assignee agrees to be bound by the form attached terms hereof as Exhibit C hereto; and (iii) that though such assignee were the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities ActInvestor. Transfer of this Warrant This Note and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company provisions hereof shall inure to be maintained for such purpose, upon surrender of this Warrant at the principal office benefit of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B parties hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute their respective permitted successors and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleassigns.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer The Shares may only be disposed of this Warrant in compliance with state and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Companyfederal securities laws. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or Shares other than pursuant to an effective registration statement, the Holder Company may require the transferor thereof 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 Shares under the Securities Act. The Shares may not be sold or transferred by the Investor without the written consent of the Company, which shall not be unreasonably withheld. As a condition of such sale or transfer, any such transferee shall compensate agree in writing to be bound by the Company for its reasonable expenses incurred terms of this Agreement and shall have the rights of the Investor under this Agreement. (b) The Investor agrees to the imprinting, so long as is required by this Section 4.01, of a legend on any of the Shares in connection the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. (c) The Investor agrees that it will sell Shares only pursuant to the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a registration statement, they will be sold in compliance with effectuating such transfer or resalethe plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.01 is predicated upon the Company’s reliance upon this understanding.

Transfer. Seller hereby sells, conveys, assigns, transfers and delivers to Sub, and Sub shall purchase, acquire and accept from Seller, Seller's right, title and interest in and to the assets specifically described in Section 2.1 (a) of the Asset Purchase Agreement (the "Purchased Assets") and as set forth below: All machinery, tools, supplies, apparatus, furniture and fixtures, supplies, and computer hardware located at and used solely by the Photomask Business and other equipment of every type as identified on Schedule 2.1(a)(i) attached hereto; The Warrants cleanroom located within Building 60, including fixtures and improvements attached thereto as set forth on Schedule 2.1(a)(ii) attached hereto; All other fixtures and improvements attached to the Warrant Stock shall be freely transferableReal Property used primarily in connection with the Photomask Business as specified in Schedule 2. 1(a)(iii) attached hereto; All inventory of usable goods, including all merchandise, photomasks, raw materials, work in progress, finished products and other tangible personal property held for sale or used in connection with the Photomask Business as of the Closing Date (the "Inventory"), together with any additions thereto and subject to any reductions therefrom received or incurred by Seller in operating the Photomask Business in the ordinary course and in compliance with this Section 3.1 6.3 of the Asset Purchase Agreement through the Closing Date all as set forth in Schedule 2.1(a)(iv) attached hereto; All of Seller's rights and all applicable laws, including, interests arising under or in connection with the Contracts to which Seller is a party specified on Schedule 2. 1(a)(v) attached hereto and which Buyer assumes (the "Assumed Contracts") including but not limited to obligations to complete work on order from customers; provided, however, that except as otherwise specified in the Securities Act. IfAsset Purchase Agreement, at the time Buyer shall not assume any of the surrender of this Warrant in connection with any transfer of this Warrant obligations or the resale liabilities of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish Assumed Contracts arising prior to the Company a written opinion Closing or based on actions or inactions of counsel that is reasonably acceptable Seller prior to the Company to the effect that such transfer may be made without registration under the Securities Act Closing; Prepaid expenses and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached deposits as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at Closing Date (the principal office of the Company referred to "Prepaid Expenses") as set forth in Section 2.1 or the office or agency designated by the Company as provided hereinSchedule 2.1(a)(vi) attached hereto, together with a written assignment of this Warrant substantially any additions thereto and subject to any reductions therefrom made or accrued by Seller in operating the Photomask Business in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney ordinary course and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name compliance with Section 6.3 of the assignee or assignees and in Asset Purchase Agreement after the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.Closing Date;

Transfer. The Warrants and the Subject to compliance with applicable law, this Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to assignable by the Securities Actholder thereof. If, at the time of the surrender of this Warrant in connection with any Each transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinDesignated Office, together with a written assignment of this Warrant substantially in the form of Exhibit ANNEX B hereto duly executed by the Holder holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferattorney. Upon such surrender and, if required, such paymentand delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledif any. Following a transfer that complies A Warrant, if properly assigned in compliance with the requirements of this Section 3.1provisions hereof, the Warrant may be exercised by a the new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant issued. All Warrants issued upon any assignment of Warrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange. Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), Holder will, if requested by the Company, deliver to the Company: (a) an investment representation letter reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth below in Section 2.4 on the Warrant Shares; (c) an agreement by such transferee that the Company may place a notation in the stock books of the Company. In connection Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (d) an agreement by such transferee to be bound by the provisions of this Warrant or Section 2.1 relating to the resale transfer of the Warrant Stock or Warrant Shares and Section 2.3 relating to the lock-up of Warrant Shares; and (e) except in the case of a transfer pursuant to Rule 144 or other than promulgated pursuant to an effective registration statementthe Securities Act, or any successor rule, prior to consummating any private sale or transfer of the Warrant or the Warrant Shares, the Holder or transferee shall compensate written opinion of reputable legal counsel in form reasonably acceptable to the Company for its reasonable expenses incurred that such sale or transfer is being made in connection compliance with effectuating such transfer or resaleapplicable federal securities laws.

Transfer. Pursuant to the last sentence of Section 8.6(a) of the Credit Agreement, Assignor hereby assigns to Assignee (without representation or warranty to Assignee and without Assignee having recourse against Assignor as a result of such assignment), and Assignee hereby assumes, a constant ____% of each of the Assignor's Commitments to the Borrower under the Credit Agreement, such assignment from Assignor to Assignee being [all of Assignor's Commitments to the Borrower][$___________ of Assignor's $____________ Commitment to the Borrower] (the amount of such Commitment to the Borrower so assigned is called the "Assigned Portion" of such Commitment). [The Warrants Assignee is already a Bank under the Credit Agreement with a Commitment of $___________ to the Borrower prior to the assumption contemplated hereby.] [The Assignee is hereby approved by the Administrative Agent [and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time Borrower] for purposes of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stockassignment and assumption contemplated hereby.] As contemplated by such Section 8.6, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer it is hereby agreed that: (i) that the Holder or transferee Assignor is hereby released from all of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration its obligations under the Securities Act and any applicable state law, except if such transfer is Credit Agreement with respect to an Affiliate or arising as a result of such Holder; the Assigned Portions of its Commitment assigned hereby; (ii) that the Holder or transferee execute Assignee hereby becomes obligated for the Assigned Portions of such Commitment and deliver all other obligations of the Assignor (including, without limitation, obligations to the Company an investment representation letter in form and substance acceptable Administrative Agent under Section 7.5 of the Credit Agreement or otherwise) under the Credit Agreement with respect to or arising as a result of the Company and substantially in the form attached as Exhibit C hereto; and Assigned Portions of such Commitments; (iii) that the transferee be an "accredited investor" as defined Assignee is hereby assigned the right to vote or consent under the Credit Agreement and the other rights and obligations of the Assignor under the Credit Agreement, in Rule 501 each case to the extent of the Assigned Portions of such Commitment; (iv) The Borrower, contemporaneously with its execution and delivery hereof, will deliver, in replacement of the Note of the Assignor currently outstanding [(and in replacement of Assignee's existing $___________ Note)] (a) promulgated to the Assignee, a new Note in the amount of $____________ [(and the Assignee agrees to cancel and return to the Borrower, with reasonable promptness following such delivery, the Note of the Assignee being replaced thereby)], (b) to the Assignor, a new Note in the amount of $____________ (and the Assignor agrees to cancel and return to the Borrower, with reasonable promptness following delivery of such new Note, the Note of the Assignor being replaced thereby), and (c) to the Administrative Agent, photocopies of all such new Notes and of all such canceled Notes; (v) [inasmuch as there are currently no outstanding Advances, no transfer of Advances is hereby made]; (vi) [$__________ of the Assignor's outstanding Advances to the Borrower are hereby transferred to the Assignee, which amounts represent [the aggregate amount of all of the Assignor's outstanding Advances to the Borrower respectively,] [the amount of the assigned portions of the outstanding Advances of the Assignor to the Borrower being hereby assigned to Assignee a portion of each such Advance with the assigned portion of each such Advance being equal to the amount of such Advance multiplied by a fraction, the numerator of which is the amount of the Assignor's Commitments assumed hereby by the Assignee and the denominator of which is the amount of the Assignor's Commitments immediately prior to such assumption]; [and] (vii) the Assignee hereby confirms that it is a party to the Credit Agreement as a Bank and agrees that after giving effect to this Agreement its Commitments will be $_______________ to the Borrower; [and] (viii) the Assignee hereby specifies the following offices as its Applicable Lending Offices under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.Credit Agreement: Domestic Eurodollar Lending Office Lending Office

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Except as set forth in Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act7.02 below, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant Warrants and all rights hereunderthereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this such Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided hereinmaintained for such purpose, together with a written assignment of this such Warrant substantially in the form of Exhibit B hereto duly executed by the Holder hereof or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferattorney. Upon such surrender and, if required, such and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this surrendered Warrant shall promptly be cancelledcanceled. Following a transfer that complies with the requirements of this Section 3.1The transferred Warrant, the Warrant if properly assigned in compliance herewith, may be exercised by a new Holder an assignee for the purchase of shares of Common Stock regardless of whether the Company issued or registered without having a new Warrant on issued. The Company will not close its stock transfer books against a transfer of the Warrants or the Warrant Securities or any exercise of the Warrants. Any such transfer or exercise tendered while such stock transfer books shall be closed shall be deemed effective immediately prior to such closure. Subject to Section 7.02 below, the Warrants may be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder thereof or its agent or attorney. In connection Subject to compliance with this, as to any transfer of this which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the resale Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses, taxes (other than income taxes, if any, of the Warrant Stock pursuant to Rule 144 or transferee) and other than pursuant to an effective registration statement, the Holder or transferee shall compensate charges incurred by the Company for in the performance of its reasonable expenses incurred obligations in connection with effectuating such the preparation, issue and delivery of Warrants under this Section. The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants. Notwithstanding any provision to the contrary contained herein, the Warrants and the Warrant Securities shall be transferable only in compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Warrant or resaleany Warrant Securities.

Transfer. 12.1 The Warrants SELLER's Conveyancers, Snyman ▇▇ ▇▇▇▇▇ Inc. Centurion (Ref: ▇▇▇▇▇ ▇▇▇▇ 012 6631680) will attend to the registration of transfer of ownership of the unit and the Warrant Stock shall bond in the PURCHASER's name. The Trust account number is: Snyman ▇▇ ▇▇▇▇▇ Inc, Absa Centurion Account number: 711206981 Branch Code: 632005 Reference: OOE/Unit . 12.2 The said registration will be freely transferable, subject attended to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock soon as the case may be, at the cost of Holder full purchase price has been paid or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder banker’s guarantee has been furnished for the purchase price (or balance thereof) and the transfer costs and all other amounts due by the PURCHASER in terms of shares of Common Stock regardless of whether this Agreement, have been paid and all documents have been signed. 12.3 The SELLER shall pay to the Company issued or registered a new Warrant on SELLER's Conveyancers all transfer fees, and all other incidental fees in regard to the books transfer of the Company. In connection with any transfer of this Warrant or the resale unit. 12.4 The SELLER shall pay all costs for registration of the Warrant Stock pursuant bond, but excluding: 12.4.1 all bank charges and dues of whatsoever nature pertaining to Rule 144 the grant of the loan if the loan is granted by ABSA BANK, FIRSTRAND BANK, NEDBANK or STANDARD BANK. If the PURCHASER’s Bond is granted by an institution not referred to herein, all Bond costs shall be for the PURCHASER’s account; 12.4.2 an estimated provisional sum in respect of provisional levies to the Body Corporate. 12.5 In the event that the financial institution insists on registration of the bond by someone other than pursuant to an effective registration statementthe SELLER’s Conveyancers, for whatsoever reason, the Holder or transferee SELLER shall compensate have the Company discretion to allow such registration, but against payment by the PURCHASER in such instance of all transfer and bond costs to the SELLER’s Conveyancers. 12.6 The PURCHASER shall, within 14 (fourteen) days of being called upon to do so by the SELLER's Conveyancers at any reasonable time (having regard to the date when transfer can and should be given) sign and/or furnish the necessary transfer and bond documents, FICA documentation and any other forms and documents necessary for the application for the bond and the registration of the transfer and the bond; 12.7 The PURCHASER is obliged to make use of the SELLER's nominated bond originator, to obtain finance. If the PURCHASER refuses to make use of the said bond originator, he/she shall be liable, notwithstanding any other provision contained in this Agreement, for payment of his own bond costs. The SELLER may in its reasonable expenses incurred sole discretion decide to refund the PURCHASER such amount in connection with effectuating such transfer or resalerespect of bond costs which the SELLER would have paid to the SELLER’s Conveyancers, were the bond registered by the SELLER’s Conveyancers.

Transfer. The Warrants and It is expressly acknowledged that the Warrant Stock shall be freely transferable, Shares are not subject to compliance with this Section 3.1 and all applicable lawsany provisions in relation to any pre-emptive right of any party. The Holder may not transfer the Warrant, including, but not limited to without obtaining the Securities Act. If, at the time prior written consent of the surrender of this Warrant in connection with Company, to any transfer third parties (including JCE's subsidiaries, affiliates or other entities controlled by the Holder). With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares, in each case prior to registration of such Warrant or Warrant Shares, the resale Holder hereof, and each subsequent holder of this Warrant, agree to give written notice to the Company prior thereto, describing in sufficient detail the manner thereof, together with a written opinion of the Warrant StockHolder's counsel, if reasonably requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act of 1933, as amended (the "Securities Act") or any U.S. federal or state law then in effect) of this Warrant or the such Warrant Stock, as applicable, shall Shares and indicating whether or not be registered for resale under the Securities ActAct certificates for this Warrant or such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such laws. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company may requireCompany, as a condition of allowing such transfer (i) promptly as practicable, shall notify the Holder that the Holder may sell or transferee otherwise dispose of this Warrant or the Warrant Stock as the case may beShares, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books terms of the Company notice delivered to be maintained for such purposethe Company. Notwithstanding the foregoing, upon surrender of this at any time that the Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if requiredShares are publicly traded, such paymentWarrant Shares may, as to such U.S. federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act, provided that the Company shall execute have been furnished with such information as the Company and deliver a new Warrant or Warrants in its counsel may reasonably request to provide assurance that the name provisions of Rule 144 have been satisfied. To the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue extent required to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies comply with the requirements provisions of this Section 3.1applicable law, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of each certificate representing this Warrant or the resale Warrant Shares transferred shall bear a legend as to any applicable restrictions on transferability which are required in order to ensure compliance with applicable laws, unless in the aforesaid opinion of counsel for the Warrant Stock pursuant Holder, such legend is not required in order to Rule 144 or other than pursuant ensure compliance with such laws. The Company may issue stop transfer instructions to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred transfer agent in connection with effectuating such transfer or resalerestrictions. All references in the preceding paragraph to U.S. securities law are made on an as-applicable basis.

Transfer. The Warrants This Debenture may be transferred on the books of the Borrower by the registered Holder hereof, or by Hold▇▇'▇ ▇ttorney duly authorized in writing, only upon (i) delivery to the Borrower of a duly executed assignment of the Debenture, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Debenture to the Warrant Stock Borrower for issue of a replacement Debenture, or Debentures, in the name of the new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be freely transferablerequired to provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Debenture, subject the Loan Agreement, or other Loan Documents; and any action, consent or waiver, (other than a compromise of principal and interest), when given or taken by Lend▇▇'▇ ▇gent for notice, shall be deemed to be the action of the holders of a majority in amount of the Principal Amount of the Debentures, as such holders are recorded on the books of the Borrower, and (iii) in compliance with the legend to read "The Securities represented by this Section 3.1 and all applicable laws, including, but Debenture have not limited to been registered under the Securities Act. If, at the time Act of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock1933, as applicableamended ("Act"), or applicable state securities laws ("State Acts") and shall not be registered for resale under the Securities Actsold, hypothecated, donated or otherwise transferred unless the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written shall have received an opinion of counsel that is reasonably acceptable Legal Counsel for the Company, or such other evidence as may be satisfactory to Legal Counsel for the Company Company, to the effect that such transfer may be made without shall not require registration under the Securities Act and the State Acts. The Borrower shall be entitled to treat any applicable state law, except if such transfer is to an Affiliate holder of such Holder; (ii) that record of the Debentures as the Holder or transferee execute in fact thereof and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Debenture and shall not be bound to be maintained for such purpose, upon surrender of recognize any equitable or other claim to or interest in this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants Debenture in the name of the assignee any other person, whether or assignees and in the denomination specified in such instrument of assignment, and not it shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 have express or other than pursuant to an effective registration statementnotice thereof, save as expressly provided by the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalelaws of Texas.

Transfer. The Warrants and a. Any Notes issued upon the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or Note shall be numbered and shall be registered in a note register (the resale “Note Register”) as they are issued. The Company shall be entitled to treat the registered holder of any Note on the Warrant Stock, this Warrant or Note Register as the Warrant Stock, as applicable, owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such Note on the part of any other person, and shall not be liable for any registration or transfer of Notes which are registered for resale under or to be registered in the Securities Act, the Company may require, as name of a condition of allowing such transfer (i) that the Holder or transferee of this Warrant fiduciary or the Warrant Stock as nominee of a fiduciary unless made with the case may beactual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, at or with the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate knowledge of such Holder; (ii) facts that the Holder or transferee execute and deliver its participation therein amounts to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Actbad faith. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, This Note shall be registered transferable only on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto delivery thereof duly executed endorsed by the Holder or by its agent duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment, or authority to pay any transfer taxes payable upon the making of such transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of its or its authority shall be produced. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall execute and deliver a new Warrant Note or Warrants Notes to the person entitled thereto. This Note may be exchanged, at the option of the Holder thereof, for another Note, or other Notes of different denominations, of like tenor and representing in the name aggregate a like principal amount, upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause any Note to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the assignee or assignees and in Securities Act of 1933, as amended (the denomination specified in such instrument of assignment“Securities Act”), and shall issue the rules and regulations thereunder. b. The Holder acknowledges that it has been advised by the Company that neither this Note, nor any securities issuable pursuant to Section 6 hereof, has been registered under the assignor a new Warrant evidencing the portion of Securities Act, that this Warrant not so assignedNote is being, and this Warrant shall promptly be cancelled. Following a transfer that complies with any such securities will be, issued on the requirements of this Section 3.1basis of, among other things, the Warrant may be exercised statutory exemption provided by a new Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and that the Company’s reliance thereon is based in part upon the representations made by the original Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of to the Company. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In connection with any particular, the Holder agrees that no sale, assignment, or transfer of this Warrant Note or such securities shall be valid or effective, and the resale Company shall not be required to give any effect to any such sale, assignment, or transfer, unless (i) such sale, assignment, or transfer is registered under the Securities Act, it being understood that the Company has no obligation or intention to so register the Notes or such securities except as otherwise set forth herein or in other agreements, including the RRL, executed and delivered by the Company simultaneously herewith, or (ii) this Note or such securities are sold, assigned, or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the Warrant Stock pursuant to original issuance of this Note for the sale of this Note and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or other than pursuant to an effective (iii) such sale, assignment, or transfer is otherwise exempt from registration statement, under the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleSecurities Act.

Transfer. SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject to the provisions of Section 11(a)(ii), Section 14 and Section 24 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one one-thousandths of a Preferred Share (or such other security as contemplated herein) as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. The Warrants and Right Certificates are transferable only on the Warrant Stock registry books of the Rights Agent. Neither the Rights Agent nor the Company shall be freely transferable, subject obligated to compliance take any action whatsoever with this Section 3.1 and all applicable laws, including, but not limited respect to the Securities Act. Iftransfer, at split up, combination or exchange of any such surrendered Right Certificate or Right Certificates until the time registered holder shall have (i) properly completed and duly executed the certificate contained in the form of assignment set forth on the reverse side of each such Right Certificate accompanied by a Signature Guarantee, (ii) provided such additional evidence of the surrender identity of this Warrant the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof and other documentation as the Company or the Rights Agent shall reasonably request and (iii) paid a sum sufficient to cover any tax or charge that may be imposed in connection with any such transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, in accordance with Section 9 and to the Company may requirein the manner required by this Agreement. Thereupon the Rights Agent shall, as subject to Section 11(a)(ii), Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a condition of allowing such transfer (i) that the Holder Right Certificate or transferee of this Warrant or the Warrant Stock Right Certificates, as the case may be, at as so requested, registered in such name or names as may be designated by the cost surrendering registered holder. The Company may require payment of Holder a sum sufficient to cover any tax or transfereecharge that may be imposed in connection with any transfer, furnish split up, combination or exchange of Right Certificates. The Rights Agent shall promptly forward any such sum collected by it to the Company a written opinion of counsel that is reasonably acceptable or to such Person or Persons as the Company shall specify by written notice. The Rights Agent shall have no duty to deliver any Right Certificate unless and until it is satisfied that all such payments have been made and shall have no duty or obligation to take any action with respect to a Rights holder under any Section of this Agreement which requires the effect payment by such Rights holder of applicable taxes and/or charges unless and until the Rights Agent is satisfied that all such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to taxes and/or charges have been paid. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity, including an investment representation letter in form and substance acceptable open penalty surety bond or security reasonably satisfactory to them, and, at the Company’s request, reimbursement to the Company and substantially in the form attached as Exhibit C hereto; Rights Agent of all reasonable expenses incidental thereto, and (iii) that upon surrender to the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant Rights Agent and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books cancellation of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, Right Certificate if required, such paymentmutilated, the Company shall will issue, execute and deliver a new Warrant or Warrants Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in the name lieu of the assignee Right Certificate so lost, stolen, destroyed or assignees mutilated. Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in the denomination specified addition to or in such instrument place of assignmentRights evidenced by Right Certificates, and shall issue to the assignor a new Warrant evidencing extent permitted by applicable law. Without limiting the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1foregoing, the Warrant Rights Agent may require the owner of any lost, stolen or destroyed Right Certificate, or their legal representative, to provide to the Rights Agent an open penalty surety bond to indemnify the Rights Agent against any claim that may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant made against it on the books account of the Company. In connection with alleged loss, theft or destruction of any transfer of this Warrant such Right Certificate or the resale of the Warrant Stock pursuant to Rule 144 issuance or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating any such transfer or resalenew Right Certificate.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockWarrant, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may beWarrant, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; hereto and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501 (a501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resale.

Transfer. The Warrants Company shall maintain a register (the “Register”) for the recordation of the name and address of the Holder and the Warrant Stock principal amount of this Note and Interest accrued and unpaid thereon (the “Registered Note”). The entries in the Register shall be freely transferableconclusive and binding for all purposes absent manifest error. The Company shall treat the Holder for all purposes (including the right to receive payments of Principal and Interest hereunder) as the owner hereof notwithstanding notice to the contrary, subject however, that upon its receipt of a written request to compliance assign, transfer or sell all or part of the Registered Note by the Holder to a Permitted Transferee, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14; provided, however, that the Company will not register any assignment, transfer or sale of this Note not made in accordance with Regulation S or pursuant to registration under the Securities Act or an available exemption therefrom. Notwithstanding anything to the contrary set forth in this Section 3.1 and all applicable laws13, includingfollowing conversion of any portion of this Note in accordance with the terms hereof, but the Holder shall not limited be required to physically surrender this Note to the Securities Act. If, at Company unless (A) the time full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 4(c)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Mandatory Conversion Notice or Holder Conversion Notice) requesting reissuance of the this Note upon physical surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, Note. If the Company may requiredoes not update the Register to record the Principal, as a condition of allowing such transfer Interest converted and/or paid (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at ) and the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate dates of such Holder; conversions and/or payments (ii) that as the Holder or transferee execute and deliver to case may be), then the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, Register shall be registered automatically deemed updated to reflect such occurrence on the books of the Company Business Day immediately prior to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleoccurrence.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer This Note may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferred on the books of the Company Borrower by the registered Holder hereof, or by Holder's attorney duly authorized in writing, only upon (i) delivery to be maintained for such purpose, upon surrender the Borrower of this Warrant at the principal office a duly executed assignment of the Company referred Note, or part thereof, to in Section 2.1 or the office or agency designated by the Company as provided hereinproposed new Holder, together along with a written assignment current notation of this Warrant substantially in the form amount of Exhibit B hereto duly executed by the Holder or its agent or attorney payments received and funds sufficient to pay any transfer taxes payable upon the making net Principal Amount yet unfunded, and presentment of such transfer. Upon such surrender andNote to the Borrower for issue of a replacement Note, if requiredor Notes, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall be required to provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or assignees and in waivers under the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Note, the Warrant may Loan Agreement, or other Loan Documents; and any action, consent or waiver, (other than a compromise of principal and interest), when given or taken by Lender's agent for -------------------------------------------------------------------------------- Page 3 Issuer's Initial___________ notice, shall be exercised by deemed to be the action of the holders of a new Holder for majority in amount of the purchase Principal Amount of shares of Common Stock regardless of whether the Company issued or registered a new Warrant Notes, as such holders are recorded on the books of the Company. In connection Borrower, and (iii) in compliance with the legend to read "The Securities represented by this Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be sold, hypothecated, donated or otherwise transferred unless the Borrower shall have received an opinion of Legal Counsel for the Borrower, or such other evidence as may be satisfactory to Legal Counsel for the Borrower, to the effect that any such transfer shall not require registration under the Act and the State Acts." The Borrower shall be entitled to treat any holder of this Warrant or the resale record of the Warrant Stock pursuant Note as the Holder in fact thereof and of the Note and shall not be bound to Rule 144 recognize any equitable or other than pursuant claim to an effective registration statementor interest in this Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resalelaws of Texas.

Transfer. The Warrants Upon the terms and subject to the conditions hereof on the Settlement Date, the Financing Subsidiary hereby irrevocably grants to the Issuer, and the Warrant Stock Issuer hereby acquires from the Financing Subsidiary, an undivided participation interest in each Transferred Asset, which interest shall be freely transferableunderstood to include all of the Financing Subsidiary’s right, subject to compliance with this Section 3.1 title, benefit and all applicable laws, including, but not limited interest in and to the Securities Act. IfPro Rata Share of any interest accruing from and after the Settlement Date, at any Interest Proceeds and Principal Proceeds to the time of extent provided in Section 2.02 and, to the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not extent permitted to be registered for resale transferred under applicable law and under the Securities Actapplicable transfer document or assignment agreement (or, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as in the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel any Underlying Document that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly a note, any chain of endorsement) executed and delivered in connection with a Transferred Asset, all claims, causes of action and any other right of the Financing Subsidiary (in its capacity as a lender under such documentation), whether known or unknown, against any Obligor or any of its affiliates, agents, representatives, contractors, advisors or other Person arising under or in connection with such documentation or that is in any way based on or related to any of the foregoing or the loan transactions governed thereby, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and purchased pursuant to this Agreement (each, a “Participation Interest” and, collectively, the “Participation Interests”), upon the terms and subject to the conditions set forth in this Agreement. The Issuer hereby assumes all obligations and liabilities of the Financing Subsidiary as lender with respect to or in connection with each related Participation Interest arising or occurring on or after the Settlement Date. The consideration for the transfer of the Participation Interests from the Financing Subsidiary to the Issuer shall consist of cash paid to the Financing Subsidiary by the Holder Issuer. The purchase price for each Collateral Obligation sold pursuant to this Agreement shall be a dollar amount equal to the fair market value thereof as determined by the Financing Subsidiary and the Issuer and shall be on terms no less favorable to the Issuer than the Issuer would then obtain in a comparable arm’s length transaction with a person that is not an Affiliate. The parties hereto agree that, solely for administrative convenience, any amount paid in cash by the Issuer to the Financing Subsidiary pursuant to this Agreement on account of its purchase of a Participation Interest to be conveyed hereunder shall be treated for all purposes hereunder and under the Loan Sale Agreement as if such amount had been paid by the Issuer to the Transferor, in partial or full satisfaction of its agent or attorney and funds sufficient obligations to pay any transfer taxes payable upon the making purchase price of such transfer. Upon such surrender and, if required, such paymentinitial Transferred Assets under the Loan Sale Agreement and/or a capital contribution (through an intermediate entity) by the Transferor to the Financing Subsidiary and the corresponding Dividend by the Financing Subsidiary to the Transferor; provided that the Issuer, the Company shall execute Financing Subsidiary and deliver a new Warrant or Warrants the Transferor may agree to net certain amounts payable hereunder with other amounts paid in connection with the closing of the notes issued under the Indenture and the distribution of the proceeds thereof. The Participation Interests are certain of the “Closing Date Participation Interests” referred to in the name of the assignee or assignees Loan Sale Agreement and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred in connection with effectuating such transfer or resaleIndenture.

Transfer. The Common Stock and the Warrants received from the Company pursuant to the Agreement will be separately transferable from the date of issuance. The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered transferable on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto upon delivery thereof duly executed endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, with signatures properly guaranteed. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferdiscretion. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall execute and deliver a new Warrant or Warrants in to the name persons entitled thereto. The Warrants may be exchanged at the option of the assignee or assignees and in Holder thereof, when surrendered at the denomination specified in such instrument principal office of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant or the resale of the Warrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Holder or transferee shall compensate the Company for its reasonable expenses incurred another Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof, when surrendered at the principal office of the Company for another Warrant, or other Warrants of different denominations, of like tenor and representing in connection with effectuating such the aggregate the right to purchase a like number of Warrant Shares. The Company shall not be required to effect any registration of transfer or resaleexchange which will result in the issuance of a Warrant Certificate for a fraction of a Warrant. The Holder understands that the Warrants and the securities exercisable hereunder are intended to be registered pursuant to the Securities Act of 1933, as amended, and such securities are intended to be transferable once the registration has been completed.