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 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, 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, (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 pursuant 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.

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 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, 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, (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 pursuant 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.

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 under the Securities ActThis Warrant, the Company may require, as a condition shares of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Common Stock as the case may be, 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, (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 issued upon exercise of this Warrant and all other rights hereunderhereunder may only be transferred, in whole or in part, to an affiliate of the holder of this Warrant, without charge (except for transfer taxes); provided, however, that (x) such affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that (1) provides that such affiliate shall be bound by the terms of this Warrant, and (2) contains the representations and warranties set forth in Section 3 of the Note Purchase Agreement, and (y) as a condition to such transfer, such affiliate shall surrender this Warrant to the Company to permit the Company to deliver a new Warrant in such affiliate’s name. Except as set forth in Section 10, this Warrant may not be transferred without the prior written consent of the Company in its sole discretion. All transfers of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, must also be made in accordance with the foregoing provisionsSecurities Act, and applicable state securities laws. Any attempted transfer of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, in violation of this Section 10 shall be registered on the books of the Company to be maintained for such purpose, upon null and void ab initio. Upon surrender of this Warrant at to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, together with instructions by the applicable holder hereof that all or a written assignment portion 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 paymentbe assigned, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified named in such instrument of assignmentassignment and, and shall issue to if the assignor a new Warrant evidencing applicable holder’s entire interest is not being assigned, in the portion name of this Warrant not so assignedthe transferring holder, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Each certificate representing 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 issued upon exercise of whether this Warrant transferred in accordance with this Section 10 shall bear any legend as to the Company issued or registered a new Warrant applicable restrictions on transferability in order to ensure compliance with such laws, including, without limitation, the books of the Companylegends set forth in Sections 12 and 13.

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 Prior to the Securities Act. If, at the time termination 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 under the Securities ActIndenture, the Company Holder may requirenot transfer, as a condition of allowing such transfer assign or convey the Revolving Liquidity Note or this Agreement unless: (i) that the Holder purported transferee, assignee or transferee recipient of such conveyance has executed a written agreement to be bound by all of the terms and provisions of this Warrant or the Warrant Stock Agreement; (ii) such action shall not, as the case may be, furnish evidenced by an Opinion of Counsel delivered to the Company Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; and (iii) the Indenture Trustee (x) has received a written opinion of counsel that is reasonably acceptable to the Company letter from Standard & Poor's to the effect that such transfer may be made without registration under Standard & Poor's will not qualify, reduce or withdraw the Securities Act, (ii) that the Holder or transferee execute and deliver rating it has currently assigned to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached any Class of Notes 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 pursuant 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 result of such transfer. Upon , assignment or conveyance and (y) has provided Moody's with 10 days prior written notice of such surrender andintended transfer, if requiredassignment or conveyance and Moody's shall not have notified the Indenture Trustee that such transfer, such payment, the Company shall execute and deliver a new Warrant assignment or Warrants conveyance might or would result in the name qualification, reduction or withdrawal of the assignee rating it has currently assigned to any Class of Notes. The Revolving Liquidity Note may not be transferred, assigned or assignees conveyed in part; any transfer, conveyance or assignment must be in respect of 100% of the Revolving Liquidity Note. The Issuer (or the Administrator on behalf of the Issuer) will maintain a register in which it will record the name and in contact information for each Holder. No transfer, assignment or conveyance of the denomination specified Revolving Liquidity Note will be effective prior to notice to the Issuer and the Indenture Trustee and recordation by the Issuer (or the Administrator on behalf of the Issuer) thereof 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 Companyregister.

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 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, 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, (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 Company, 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 pursuant 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 after the Registration Statement (as defined in the Investor Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (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 A Limited Partner may transfer or assign his Units only as provided in this Section 10(a). No transferee or assignee shall become a substituted Limited Partner unless the General Partner first consents to such transfer or assignment in writing, which consent may be withheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the Partnership need not recognize any transfer or assignment until it has received at least 30 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 or assignee and the Warrant Stock number of Units to be transferred or assigned, and which notice shall be freely transferablesigned by the Limited Partner. No transfer or assignment of Units will be effective or recognized by the Partnership if the transferee or assignee, 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 transferor or assignor (if fewer than all Units held by the transferor or assignor are being transferred or assigned), would, by reason of such transfer or assignment, acquire Units which do not meet the Warrant Stock, this Warrant or the Warrant Stockminimum initial subscription requirements, as applicabledescribed in the Prospectus; provided, however, that the foregoing restriction shall not be registered under the Securities Act, the Company may require, as a condition apply to transfers or assignment of allowing such transfer Units (i) that by the Holder way of gift or transferee of this Warrant or the Warrant Stock as the case may be, 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 Actinheritance, (ii) that to any members of 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 Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer or assignment would not be in violation of the Act or applicable federal, state, or non-U.S. securities laws, and (ii) notwithstanding such transfer or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer or assignment of Units shall be effective or recognized by the Partnership if such transfer or assignment would result in the termination of the Partnership for federal income tax purposes, and any attempted transfer or assignment in violation hereof shall be ineffective to transfer or assign any such Units. Any transferee or assignee of Units 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 that right of redemption to which his transferor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer or assignment of his Units. In the event that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under General Partner consents to the Securities Act. Transfer admission 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 a substituted Limited Partner pursuant to this 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 payment10(a), 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 General Partner is hereby authorized to take 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 actions as may be exercised by necessary to reflect such substitution of 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 CompanyLimited Partner.

Transfer. The Warrants and This Warrant may be transferred only 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 written consent of the surrender of this Warrant in connection with any Company, which approval shall not be unreasonably withheld or delayed. Any Warrants issued upon the transfer of this Warrant or shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the resale registered holder of any Warrant on the Warrant Stock, this Warrant or 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 Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered 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 the case may be, furnish to the Company nominee of a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be fiduciary unless made without registration under the Securities Act, (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 provisionsactual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant 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 pursuant to Section 12, 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 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 cancelledperson entitled thereto. Following a transfer that complies with the requirements of this Section 3.1, the This Warrant may be exercised by exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate a new Holder for the purchase of shares of Common Stock regardless of whether like amount, upon surrender to the Company issued or registered a new Warrant its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the books opinion of counsel to the Company, such transfer does not comply with the provisions of the CompanySecurities Act and the rules and regulations thereunder.

Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the Holder representing the outstanding Principal not being transferred. Any such transferee or assignee of this Note shall assume all obligations of the Holder under this Note. The Warrants Holder 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 Company agree that in connection with any transfer of this Warrant transfer, assignment, pledge or encumbrance permitted pursuant to the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Actterms hereof, the Company may requireshall cause such transfer, as a condition assignment, pledge or encumbrance to be reflected in the Notes Register, and all principal, interest and other amounts which are then, and thereafter become, due under this Note shall be paid to such transferee at the place of allowing payment designated in such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish notice. Notwithstanding anything herein to the Company a written opinion of counsel that contrary, this Note is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (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 only on the books of the Company as recorded in the Notes Register and may be transferred only upon its surrender to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 for registration of transfer, duly endorsed, or the office or agency designated accompanied by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by written instrument of transfer in a form satisfactory to the Holder or its agent or attorney Company. Thereupon, this Note shall be reissued to, 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 registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note, as so recorded in the Notes Register. Such payment shall constitute full discharge of the assignee Company's obligation to pay such interest and principal. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or assignees and in the denomination specified in such instrument redemption of assignment, and shall issue to the assignor a new Warrant evidencing the any portion of this Warrant not so assignedNote, and the outstanding Principal represented by this Warrant shall promptly Note may be cancelled. Following a transfer that complies with less than the requirements Principal stated on the face 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 CompanyNote.

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 ActAct 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 pursuant to Section 12as 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 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, 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 Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any 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 effect that such transfer may be made without registration under Finance Charge Account and the Securities Act, 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 hereto UCC) 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(athe UCC) promulgated 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 (subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted 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 subsection 2.5(b) 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 pursuant 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 Companyapplicable UCC.

Transfer. The Warrants and shall not be transferrable by the Warrant Stock shall be freely transferableHolder, subject to compliance except with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time prior written consent of the surrender Corporation. Notwithstanding the foregoing, the Holder may assign and transfer all of its rights, benefits, duties and obligations under this Certificate in their entirety, without the consent of the Corporation, to an Affiliate of the Holder; provided that no such assignment shall relieve the Holder of any of its obligations hereunder. The Corporation may not transfer all or any interest in this Warrant Certificate, except as explicitly set forth in Section 4 and 5 of this Warrant in connection with any transfer of this Warrant or the resale Certificate. Any Transfer of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 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 Corporation pursuant to Section 1214.2, 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. 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 applicable state Securities Laws of the 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 (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 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 opinion of counsel of recognized standing reasonably satisfactory to the Corporation, to the effect that the proposed transfer may be effected without registration under the U.S. 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 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, 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 Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any 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 effect that such transfer may be made without registration under Finance Charge Account and the Securities Act, 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 hereto UCC) 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(athe UCC) promulgated 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 (subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted 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 subsection 2.5(b) 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 pursuant 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 Companyapplicable UCC.

Transfer. The Warrants A Limited Partner may transfer or assign his Units only as provided in this Section 10(a). No transferee or assignee shall become a substituted Limited Partner unless the General Partner first consents to such transfer or assignment in writing, which consent may not be unreasonably withheld. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the Partnership need not recognize any transfer or assignment until it has received at least 30 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 or assignee and the Warrant Stock number of Units to be transferred or assigned, and which notice shall be freely transferablesigned by the Limited Partner. No transfer or assignment of Units will be effective or recognized by the Partnership if the transferee or assignee, 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 transferor or assignor (if fewer than all Units held by the transferor or assignor are being transferred or assigned), would, by reason of such transfer or assignment, acquire Units which do not meet the Warrant Stock, this Warrant or the Warrant Stockminimum initial subscription requirements, as applicabledescribed in the Prospectus; provided, however, that the foregoing restriction shall not be registered under the Securities Act, the Company may require, as a condition apply to transfers or assignments of allowing such transfer Units (i) that by the Holder way of gift or transferee of this Warrant or the Warrant Stock as the case may be, 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 Actinheritance, (ii) that to any members of 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 Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer or assignment would not be in violation of the transferee Act or applicable federal, state, or non-U.S. securities laws, and (ii) notwithstanding such transfer or assignment, the Partnership shall continue to be classified as a partnership rather than as an “accredited investor” association taxable as defined in Rule 501(a) promulgated a corporation under the Securities ActCode. Transfer No transfer or assignment of this Warrant Units shall be effective or recognized by the Partnership if such transfer or assignment would result in the termination of the Partnership for federal income tax purposes, and all any attempted transfer or assignment in violation hereof shall be ineffective to transfer or assign any such Units. Any transferee or assignee of Units who has not been admitted to the Partnership as a substituted Limited Partner shall not have any of the rights hereunderof a Limited Partner, in whole or in part, in accordance with the foregoing provisionsexcept that such person shall receive that share of capital and profits, shall be registered on the books have that right 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 pursuant 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 assignmentredemption, and shall issue remain subject to the assignor a new Warrant evidencing the portion other terms of this Warrant not so assigned, Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and this Warrant shall promptly be cancelledaccountants’ fees) related to such transfer or assignment of his Units. Following In the event that the General Partner consents to the admission of a transfer that complies with the requirements of substituted Limited Partner pursuant to this Section 3.110(a), the Warrant General Partner is hereby authorized to take such actions as may be exercised by necessary to reflect such substitution of 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 CompanyLimited Partner.

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 Mxxxx’x 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 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, 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, (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 pursuant 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 Companyunreasonably 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 (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 ActAct and any applicable state law, (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(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 pursuant to Section 12as 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 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, 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, (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 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 pursuant 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.

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 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, 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, (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 pursuant 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.

Transfer. The Warrants and the Warrant Stock Subject to Section 4.2, each Investor shall be freely transferable, subject entitled to compliance with this Section 3.1 transfer its Security(ies) in any manner permitted by applicable law and all applicable laws, including, but not limited to the Securities Actregistration of such transfer by the Company in the name of such transferee or transferees as shall be specified by the Investor. IfIn the event of a proposed transfer, at the time transferring Investor shall give written notice to the Company of such Investor’s intention to effect such transfer. Each such notice shall describe the manner and circumstances of the surrender of this Warrant proposed transfer in connection with any transfer of this Warrant or the resale of the Warrant Stocksufficient detail, this Warrant or the Warrant Stockand shall, as applicable, shall not be registered under the Securities Act, if the Company may requireso requests, as a condition of allowing such transfer be accompanied by either: (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is legal counsel, who shall be reasonably acceptable satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such the proposed transfer of the Security may be made effected without registration under the Securities Act, Act or (ii) a “no action” letter from the SEC to the effect that the Holder or transferee execute and deliver transfer of such Security without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such restricted securities shall be entitled 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, transfer such restricted securities in accordance with the foregoing provisionsterms of the notice delivered by such holder to the Company; provided, however, that no opinion or “no action” letter need be obtained with respect to a transfer to: (a) an affiliate (as such term is defined in the Securities Act) of the Investor; (b) a partner, active or retired, of the Investor; (c) the estate of any such partner; or (d) the spouse, children, grandchildren or spouse of such children or grandchildren of any holder or to trusts for the benefit of the Investor or such Persons. In connection with any transfer in accordance with this Section 6.2 and at all other times hereunder, the Investor shall be registered on the books of entitled to surrender its Security to 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 pursuant to Section 12, together with a written assignment request for the issuance of this Warrant substantially one or more new Securities, specifying the denomination or denominations thereof and, in the form case of Exhibit B hereto a transfer of a Security, the name and address of the new transferee or transferees. As soon as reasonably practicable, the Company shall issue a new Security bearing the same rate or return and in the same form, in the same aggregate principal amount as the Security being surrendered, registered in the name specified in the written request from such Investor. Each such new Security shall be dated and bear a rate of return from the date to which returns shall have been paid on the surrendered Security or dated the date of the surrendered Security if no returns shall have been paid thereon. Each Security presented or surrendered for reissuance and registration of a new Security shall be endorsed, or, in the case of a transfer of a Security, shall be accompanied by a duly executed by the Holder or its agent or attorney and funds sufficient to pay written instrument of transfer in an appropriate form. The applicable Investor shall be responsible for any transfer taxes payable upon associated with the making transfer of any Security. Any transferee, by its acceptance of a Security registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 4. Notwithstanding the foregoing, any such transfer. Upon such surrender and, if required, such payment, the Company transferee shall execute and deliver a new Warrant or Warrants in counterpart of this Agreement, the name of Security Agreement and the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Guaranty to the assignor a new Warrant evidencing Company and the portion Investors, in form and substance satisfactory to the Majority Lenders, and, by delivering such counterpart, such transferee shall be deemed to agree to be bound by the provisions of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Agreement, the Warrant may be exercised by a new Holder for Security Agreement, the purchase of shares of Common Stock regardless of whether Guaranty and the Company issued or registered a new Warrant on the books of the Companyother Related Documents.

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 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, 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, (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 pursuant 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 after the Registration Statement (as defined in the Investor Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (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 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 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, 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, (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 pursuant 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.

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 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, 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, (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 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 pursuant 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.

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 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, 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, (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 pursuant to Section 12proposed 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 CompanyBorrower, 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 record of the Convertible Note as the Holder in fact thereof and of the Convertible Note and shall not be bound to recognize any equitable or other claim to or 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 laws of Texas.

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 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, 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, (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 pursuant to Section 12proposed 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 CompanyBorrower, 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 holder of record of the Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

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 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, furnish exists or would result therefrom, 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 Actavoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and 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 pursuant 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 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 Company.Calculation Agent. 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 Giving Notice: Dealer’s Contact Details for Purpose of 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 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 earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (iv) the Holder shall not have the right to piggyback registration with respect to this Warrant or the 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 may benot 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 public offering, furnish when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior 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, (ii) that the Holder exercise 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 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 pursuant 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 Companysecurity.

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 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, 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 ActAct and under applicable state securities or blue sky laws, (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 pursuant 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.

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) Xxxxxxx & Company (UK) Ltd. (“Xxxxxxx”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Xxxxxxx 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, including, but not limited . In order to the Securities Act. If, at the time of the surrender of this Warrant in connection with make any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Actpermitted assignment, 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, 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, (ii) that the Holder or transferee execute and must deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the assignment form attached as Exhibit C hereto duly executed and (iii) that completed, together with the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Purchase Warrant and payment of all rights hereundertransfer taxes, if any, payable in whole or in part, in accordance with the foregoing provisions, connection therewith. The Company shall be registered within five (5) Business Days transfer this Purchase Warrant 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 pursuant 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 Purchase Warrant or Purchase Warrants in of like tenor to the name 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 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 shall not be transferred unless and until: (a) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the assignee Company (the Company hereby agreeing that the opinion of Xxxxxxxxxx Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or assignees and in the denomination specified in such instrument of assignment, and shall issue (b) a registration statement or a post-effective amendment to a registration statement relating to the assignor a new Warrant evidencing the portion offer and sale 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 such securities has been filed by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on and declared effective by the books of U.S. Securities and Exchange Commission (the Company“Commission”) and compliance with applicable state securities law has been established.

Transfer. The Warrants As provided in the Indenture and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable lawscertain limitations therein set forth, 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 Security is registrable in the Security register or the resale registers of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 purposeCompany, upon surrender of this Warrant Security for registration of transfer at the principal office of the Company referred to in Section 2.1 or the office or agency designated by of the Company pursuant to Section 12in any place where the principal of and interest on this Security are payable, together with duly endorsed by, or accompanied by a written assignment instrument of this Warrant substantially transfer in form satisfactory to the form of Exhibit B hereto Company and the Security registrar, duly executed by the Holder registered holder hereof or its agent attorney duly authorized in writing, and thereupon on or attorney more new Securities, and funds of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. At the date of the Indenture, such agency of the Company is located at the office of Xxxxx Fargo Bank, National Association, at 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, XX 00000. No service charge shall be made for any such exchange or registration of transfer, but the Company or the Securities registrar may require payment of a sum sufficient to pay cover any transfer taxes tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the making order of such transfer. Upon such surrender andregistered holder shall, if required, such payment, to the Company shall execute and deliver a new Warrant or Warrants in the name extent of the assignee sum or assignees sums paid, effectually satisfy and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of discharge liability for moneys payable on 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 CompanySecurity.

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 ActAct 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 pursuant to Section 12as 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 a. Any Notes issued upon the Warrant Stock transfer of this Note shall be freely transferablenumbered and shall be registered in a note register (the “Note Register”) as they are issued. The Company shall be entitled to treat the registered holder of any Note on the Note Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, subject 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 or to compliance be registered in the name of a fiduciary or the nominee of a fiduciary unless made with this Section 3.1 and the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Note shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all applicable lawscases of transfer by an attorney, includingexecutor, but not limited administrator, guardian, or other legal representative, duly authenticated evidence of its or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Note or Notes to the Securities Actperson entitled thereto. IfThis Note may be exchanged, at the time option of the Holder thereof, for another Note, or other Notes of different denominations, of like tenor and representing in the 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 this Warrant in connection counsel to the Company, such transfer does not comply with any transfer of this Warrant or the resale provisions of the Warrant Stock, this Warrant or the Warrant StockSecurities Act of 1933, as applicableamended (the “Securities Act”), shall not be and 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 Securities Act, that this Note is being, and any such securities will be, issued on the basis of, among other things, the statutory exemption provided by 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 to the Company. The Holder acknowledges that it has been informed by the Company may requireof, as a condition or is otherwise familiar with, the nature of allowing the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment, or transfer of this Note or such transfer securities 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) such sale, assignment, or transfer is registered under the Securities Act, it being understood that the Holder Company has no obligation or transferee 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 original issuance of this Warrant 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 the Warrant Stock as the case may be(iii) such sale, furnish to the Company a written opinion of counsel that assignment, or transfer is reasonably acceptable to the Company to the effect that such transfer may be made without otherwise exempt from registration under the Securities Act, (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 pursuant 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.

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, 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, (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 B 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 pursuant 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 after the Registration Statement (as defined in the Registration Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (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 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 under the Securities ActThis Warrant, the Company may require, as a condition shares of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Common Stock as the case may be, 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, (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 issued upon exercise of this Warrant and all other rights hereunderhereunder may only be transferred, in whole or in part, to an affiliate of the holder of this Warrant, without charge (except for transfer taxes); provided, however, that (x) such affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that (1) provides that such affiliate shall be bound by the terms of this Warrant, and (2) contains the representations and warranties set forth in Section 3 of the Note Purchase Agreement, and (y) as a condition to such transfer, such affiliate shall surrender this Warrant to the Company to permit the Company to deliver a new Warrant in such affiliate’s name. Except as set forth in Section 10, this Warrant may not be transferred without Tier 4 the prior written consent of the Company in its sole discretion. All transfers of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, must also be made in accordance with the foregoing provisionsSecurities Act, and applicable state securities laws. Any attempted transfer of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, in violation of this Section 10 shall be registered on the books of the Company to be maintained for such purpose, upon null and void ab initio. Upon surrender of this Warrant at to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, together with instructions by the applicable holder hereof that all or a written assignment portion 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 paymentbe assigned, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified named in such instrument of assignmentassignment and, and shall issue to if the assignor a new Warrant evidencing applicable holder’s entire interest is not being assigned, in the portion name of this Warrant not so assignedthe transferring holder, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Each certificate representing 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 issued upon exercise of whether this Warrant transferred in accordance with this Section 10 shall bear any legend as to the Company issued or registered a new Warrant applicable restrictions on transferability in order to ensure compliance with such laws, including, without limitation, the books of the Companylegends set forth in Sections 12 and 13.

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 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, 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, (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 pursuant to Section 12maintained 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. Subject to compliance with this, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the 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 transferee) and other charges incurred by the Company in the performance of its obligations in connection with 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 any Warrant 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 under the Securities ActThis Warrant, the Company may require, as a condition shares of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Common Stock as the case may be, 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, (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 issued upon exercise of this Warrant and all other rights hereunderhereunder may only be transferred, in whole or in part, to an affiliate of the Holder, without charge (except for transfer taxes); provided, however, that (x) such affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that provides that such affiliate shall be bound by the terms of this Warrant, and (y) as a condition to such transfer, such affiliate shall surrender this Warrant to the Company to permit the Company to deliver a new Warrant in such affiliate’s name. Except as set forth in Section 10, this Warrant may not be transferred without the prior written consent of the Company in its sole discretion. All transfers of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, must also be made in accordance with the foregoing provisionsSecurities Act, and applicable state securities laws. Any attempted transfer of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, in violation of this Section 10 shall be registered on the books of the Company to be maintained for such purpose, upon null and void ab initio. Upon surrender of this Warrant at to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, together with instructions by the Holder that all or a written assignment portion 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 paymentbe assigned, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified named in such instrument of assignmentassignment and, and shall issue to if the assignor a new Warrant evidencing Holder’s entire interest is not being assigned, in the portion name of this Warrant not so assignedthe Holder, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Each certificate representing 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 issued upon exercise of whether this Warrant transferred in accordance with this Section 10 shall bear any legend as to the Company issued or registered a new Warrant applicable restrictions on transferability in order to ensure compliance with such laws, including, without limitation, the books of the Companylegends set forth in Sections 12 and 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, 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 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 earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (iv) the Holder shall not have the right to piggyback registration with respect to this Warrant or the 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 may benot 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 public offering, furnish when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior 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, (ii) that the Holder exercise 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 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 pursuant 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 Companysecurity.

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 any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, furnish 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, (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 affiliates of Purchaser, but not to other 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 pursuant to Section 12, 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 maximum 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 maximum number of Forward Purchase Securities to be purchased by the Purchaser hereunder shall be reduced by the maximum 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 “Maximum 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 each of the Transferee’s and the Purchaser’s purchase obligations shall be subject to allocation pursuant to Section 1(a)(iv) herein. 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 transfertransfer of Transferee Securities. 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.(f)

Transfer. The Warrants and the Warrant Stock shall Shares may not be freely transferable, subject to transferred or assigned in whole or in part without compliance with this Section 3.1 and all applicable laws, including, but not limited federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Securities Act. IfCompany, at if such are requested by 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, Company; provided that such letters and legal opinions shall not be registered under unreasonably requested with respect to a transfer to an Affiliate of the Securities Act, Holder) and any stockholders agreement to which the Company may require, as transferor is a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish party. Subject 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 Actforegoing, (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 10.b or the office or agency designated by the Company pursuant to Section 129, 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 transferTransfer. 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. The acceptance of the new Warrant or Warrants by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder. Following a transfer that complies with the requirements of this Section 3.13.a, 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.

Transfer. The Warrants and This Warrant shall not be transferrable by the Warrant Stock shall be freely transferable, subject Holder to compliance with this Section 3.1 and all applicable laws, including, but not limited to any third party without the Securities Act. If, at the time prior written approval of the surrender of Company; provided, that the Holder may transfer this Warrant to any person or entity that directly or indirectly is controlled by or controls the Holder, in connection with any each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through ownership of a majority of voting securities. Any Warrants issued upon the transfer of this Warrant or shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the resale registered holder of any Warrant on the Warrant Stock, this Warrant or 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 Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered 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 the case may be, furnish to the Company nominee of a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be fiduciary unless made without registration under the Securities Act, (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 provisionsactual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant 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 pursuant to Section 12, 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 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 or Warrants to the person entitled thereto. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the name opinion of counsel to the Company, such transfer does not comply with the provisions of the assignee or assignees securities laws, rules 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 regulations of the Companyapplicable jurisdictions.

Transfer. The Warrants This Debenture may be transferred on the books of the Borrower by the registered Holder hereof, or by Holdxx'x xttorney 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 Lendxx'x xgent 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 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 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 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, 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, (ii) that Act and the State Acts. The Borrower shall be entitled to treat any holder of 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 pursuant 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 Debenture in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the assignee or assignees and in the denomination specified in such instrument laws 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 CompanyTexas.

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 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, 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, (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 pursuant 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.

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 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, 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, (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 pursuant to Section 1210, 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.

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 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 be, 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 Actapplicable securities laws, (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 pursuant to Section 12, 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 CompanyPartnership.

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 law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any other person (the agents and servants of Tenant excepted) whether by sublease, license, concession, franchise, agency, or management agreement; (ii) assign its interest in this Warrant 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 evaluation, processing, and/or documentation of any transfer requested Transfer, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of this Warrant 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 resale of the Warrant Stock, this Warrant proposed Subtenant or the Warrant Stock, as applicable, Assignee. Any Transfer so approved by Landlord shall not be registered under effective until Tenant has delivered to Landlord an executed counterpart of the Securities Act, document evidencing the Company may require, as a condition of allowing such transfer Transfer which (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company is in a written opinion of counsel that is form reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Actapproved by Landlord, (ii) that contains the Holder or transferee execute 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 pursuant 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 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. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Transfer.

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 Offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant in connection with any transfer of this Warrant UPO may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior to the resale exercise or conversion of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 pursuant 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 Companysecurity.

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 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, 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, (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 pursuant to Section 12maintained 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. Subject to compliance with this, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the 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 transferee) and other charges incurred by the Company in the performance of its obligations in connection with 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 any Warrant Securities.

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 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, 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, (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) 501 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 pursuant to Section 12Company, 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.

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 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, 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, (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 pursuant to Section 12, 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 Warrant Certificates to the persons entitled thereto. Prior to transferring any Warrants, the Holder shall 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 name Company’s records. For the avoidance of doubt, no consent of the assignee or assignees and Company shall be required with respect to any transfer by the Holder to any Purchaser (as such term is defined in the denomination specified in such instrument of assignmentSecurities Purchase Agreement). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledNO 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). 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 CompanyANY PURPORTED TRANSFER IN VIOLATION OF THE FOREGOING SHALL BE NULL AND VOID.

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 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, 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, (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 pursuant to Section 12proposed 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, 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 record of the Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

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 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, 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, (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 pursuant 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 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 its counsel may reasonably request to provide assurance that the provisions of Rule 144 have been satisfied. To the extent required to comply with the provisions of applicable law, each certificate representing this Warrant or Warrants the 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 name aforesaid opinion of counsel for the assignee or assignees and Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. All references in the denomination specified in such instrument of assignment, and shall issue preceding paragraph 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 U.S. securities law are made on the books of the Companyan as-applicable basis.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with this Section 3.1 and all applicable laws9, 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 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, 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, (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 hereunderWarrants, 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 the Warrant Certificate representing such Warrants at the principal office of the Company referred to in Section 2.1 2.2 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto to the Warrant Certificate duly executed by the Holder or its agent or attorney attorney, an opinion of Holder's or transferee's counsel delivered to the Company in connection with such transfer (which opinion shall be reasonably satisfactory to the Company) that such transfer is being effected pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder and funds sufficient to pay any transfer taxes payable by such Holder upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall shall, subject to Section 9, execute and deliver a new Warrant Certificate or Warrants Warrant Certificates 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 Certificate or Warrant Certificates evidencing the portion of this the old Warrant Certificate not so assigned, and this the old Warrant Certificate shall promptly be cancelled. Following a transfer that complies A Warrant, if properly assigned in compliance with the requirements of this Section 3.19, the Warrant may be exercised by a new Holder for the purchase of shares of Common Warrant Stock regardless of whether the Company issued or registered without having a new Warrant on the books of Certificate or Warrant Certificates issued. If requested by the Company, a new Holder shall acknowledge in writing, in form reasonably satisfactory to the Company, such Holder's continuing obligation under Section 9.

Transfer. The Warrants and the This Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but has 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 been registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that Act and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or transferee the Consideration Warrant Shares. Neither this Warrant nor any of the Consideration Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the Warrant Stock as absence of an effective registration statement under the case may be, furnish Securities Act relating to such security or an opinion of counsel satisfactory to the Company a written opinion of counsel that registration is reasonably acceptable to the Company to the effect that such transfer may be made without registration not required under the Securities Act; provided, (ii) that the Holder that, no registration statement or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially opinion of counsel shall be required in the form attached as Exhibit C hereto event of a Transfer to a Permitted Transferee. Each Warrant, the Consideration Warrant Shares and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer any other security issued or issuable upon exercise of this Warrant and all rights hereundershall contain a legend on the face thereof, in whole or in part, in accordance with substantially the foregoing provisions, following form by which the Holder (and any transferee thereof) shall be registered on the books of the Company to be maintained for such purposebound: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 pursuant to Section 12AS AMENDED, 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 andOR ANY OTHER SECURITIES LAWS, if requiredAND SUCH SECURITIES MAY NOT BE SOLD, such paymentPLEDGED, 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 CompanyHYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROM.

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 public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant in connection with any transfer of this Warrant UPO may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior to the resale exercise or conversion of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 pursuant 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 Companysecurity.

Transfer. The Warrants and Subject to the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable lawsterms hereof, including, but not limited to the Securities Act. Ifwithout limitation, 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 under the Securities ActSections 5.1 and 5.3, 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, 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, (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 purposepurpose at its office designated in Section 8.4 hereof by the registered holder hereof in person or by duly authorized attorney, upon surrender of the Warrant properly endorsed; provided, however, that this Warrant may not be transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 75,000 shares of Common Stock. Upon any partial transfer, the principal office Company will issue and deliver to such holder a new warrant or warrants with respect to the Warrant Shares not so transferred. Each taker and holder of the Company referred to Warrant, by taking or holding the same, consents and agrees that the Warrant when endorsed in Section 2.1 or blank shall be deemed negotiable, and that when the office or agency designated Warrant shall have been so endorsed, the holder may be treated by the Company pursuant to Section 12, together and all other persons dealing with a written assignment of this the Warrant substantially in as 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 absolute owner of such transfer. Upon such surrender andWarrant for any purpose and as the person entitled to exercise the rights represented thereby, 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., any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered holder of the Warrant as the owner for all purposes. The term "Warrant" as used herein shall include the Warrant and, any warrants delivered in substitution or exchange therefor as provided herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY

Transfer. The Warrants On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Research Term (or expiration of the Option Term for such Program, if later), Prothena shall transfer to Celgene certain biological or chemical materials (including Patient Samples) created or utilized hereunder, including reasonably sufficient quantities of any Collaboration Candidates and Collaboration Products (the Warrant Stock shall be freely transferable“Transferred Prothena Materials”), subject to compliance with this Section 3.1 and all applicable lawsin each case, including, but not limited that are reasonably requested by Celgene to the Securities Act. If, at extent necessary or reasonably useful for the time of following purposes (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 under the Securities Act, the Company may require, as a condition of allowing such transfer “Permitted Celgene Purposes”): (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company determine whether a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer given Collaboration Candidate may be made without registration under the Securities Acta Lead Candidate pursuant to Section 2.2.2(b), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable evaluate whether to the Company and substantially in the form attached as Exhibit C hereto and exercise its Options with respect to such Program, (iii) that [***] and (iv) for such other purposes as may be agreed to by the transferee be an “accredited investor” as defined Parties in Rule 501(a) promulgated under the Securities Actwriting. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, Celgene shall be registered on the books “Material Receiving Party” and Prothena shall be the “Transferring Party” for the Transferred Prothena Materials. For the avoidance of doubt, this Section 2.9.1 shall not apply to any transfers of materials or data as part of Celgene’s exercise of its Xxxxxxx Xxxxx 0 Portion Participation Right (or otherwise under any U.S. License Agreement or Global License Agreement). All transfers of such Transferred Prothena Materials by the Company Transferring Party to the Material Receiving Party shall be documented in a material transfer agreement in a form to be maintained for such purpose, agreed upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated good faith by the Company pursuant to Section 12Parties, together with a written assignment which agreement shall contain customary material transfer agreement provisions contained in agreements for the transfer of this Warrant substantially similar materials in the form of Exhibit B hereto duly executed by pharmaceutical industry or otherwise as necessary to comply with obligations to Third Parties (if applicable), and shall set forth the Holder or its agent or attorney type 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 Transferred Prothena Material transferred, the amount of the Transferred Prothena Material transferred and the date of the transfer of such Transferred Prothena Material (each, a “Collaboration Material Transfer Agreement”). The Material Receiving Party shall only use the Transferred Prothena Materials provided pursuant to this Section 2.9.1 for the Permitted Celgene Purposes and the Material Receiving Party agrees that such Transferred Prothena Materials shall be used in compliance with Applicable Law and the denomination specified in such instrument terms and conditions of assignmentthe material transfer agreement and this Agreement. The data that is generated by the Material Receiving Party pursuant to the Permitted Celgene Purposes under this Section 2.9.1 shall be deemed to be Program Know How; provided that Prothena shall grant, and shall issue hereby does grant, to the assignor Celgene a new Warrant evidencing the portion of this Warrant not so assignedfully-paid up, and this Warrant shall promptly be cancelled. Following a transfer that complies royalty-free, worldwide, nonexclusive license (with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder right to grant sublicenses through multiple tiers) to use such Program Know-How 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[***].

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 ActAct and any applicable state law, (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(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 pursuant to Section 12as 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 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 under the Securities ActNote for registration 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 case may be, furnish to 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 of 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 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 this Note. This Note may not be transferred, assigned or delegated by the Company 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 Actapplicable assignee executes a joinder to this Note, (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 Company, pursuant to which such assignee agrees to be bound by the terms hereof as though such assignee were the Investor. This Note and substantially in all of the form attached as Exhibit C provisions hereof shall inure to the benefit of the parties 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 their respective permitted successors 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 pursuant 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 Companyassigns.

Transfer. The Warrants and Subject to the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable lawsterms hereof, including, but not limited to the Securities Act. Ifwithout limitation, 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 under the Securities ActSections 5.1 and 5.3, 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, 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, (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 purposepurpose at its office designated in Section 8.4 hereof by the registered holder hereof in person or by duly authorized attorney, upon surrender of the Warrant properly endorsed; provided, however, that this Warrant may not be transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 75,000 shares of Common Stock. Upon any partial transfer, the principal office Company will issue and deliver to such holder a new warrant or warrants with respect to the Warrant Shares not so transferred. Each taker and holder of the Company referred to Warrant, by taking or holding the same, consents and agrees that the Warrant when endorsed in Section 2.1 or blank shall be deemed negotiable, and that when the office or agency designated Warrant shall have been so endorsed, the holder may be treated by the Company pursuant to Section 12, together and all other persons dealing with a written assignment of this the Warrant substantially in as 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 absolute owner of such transfer. Upon such surrender andWarrant for any purpose and as the person entitled to exercise the rights represented thereby, 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, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered holder of the Warrant as the owner for all purposes. The term "Warrant" as used herein shall include the Warrant and, any warrants delivered in substitution or exchange therefor as provided herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT.

Transfer. The Warrants This Warrant Certificate and the Warrants evidenced hereby may be sold, transferred, pledged, hypothecated or otherwise disposed of; provided that this Warrant Stock shall Certificate and the Warrants evidenced hereby may not be freely transferablesold, subject transferred, pledged, hypothecated or otherwise disposed of unless, in the opinion of counsel reasonably satisfactory to compliance with this Section 3.1 and all applicable lawsthe Company, including, but such transfer would not limited to result in a violation of the provisions of the Securities Act. If, at the time of the surrender of this Warrant in connection with any Any transfer of this Warrant or Certificate and the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 hereunderWarrants evidenced hereby, 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, effected upon surrender of this Warrant Certificate, duly endorsed (unless endorsement is waived by the Company), at the principal office or agency of the Company referred to in Section 2.1 1 hereof. If all of the Warrants evidenced hereby are being sold, transferred, pledged, hypothecated or the office or agency designated by the Company pursuant 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 paymentotherwise disposed of, the Company shall execute and deliver issue a new Warrant or Warrants Certificate registered in the name of the assignee appropriate transferee(s). If less than all of the Warrants evidenced hereby are being sold, transferred, pledged, hypothecated or assignees and otherwise disposed of, the Company shall issue new Warrant Certificates, in each case in the denomination specified appropriate number of Warrants, registered in such instrument the name of assignmentthe registered holder hereof and the transferee(s), and shall issue as applicable. Any Common Shares of the Company issued upon any exercise hereof may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless, in the opinion of counsel reasonably satisfactory to the assignor Company, such transfer would not result in a new Warrant evidencing violation of the portion Securities Act. Each taker and holder of this Warrant not so assignedCertificate, the Warrants evidenced hereby and this Warrant shall promptly any shares of capital stock of the Company issued upon exercise of any such Warrants, by taking or holding the same, consents to and agrees to be cancelled. Following a transfer that complies with bound by the requirements 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.7. * * *

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 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, 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 ActAct and without registration or qualification under applicable state or other securities laws. Any attempted assignment, (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 pursuant 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 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 Companywithout effect.

Transfer. The Warrants and So long as the Company has not exercised its rights to redeem the Preferred Shares pursuant to Section 8.01(a) of the Unit Purchase Agreement, this Warrant Stock shall may only be freely transferable, subject transferred together with Preferred Shares issued as part of Units containing all or a portion of this Warrant. Subject to compliance with this the foregoing sentence and with Section 3.1 and all applicable laws9, 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 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, 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, (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 pursuant 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 if such transfer is not to be made pursuant to Section 13, 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 shall, subject to the first sentence of this Section 3.1 and to Section 9, execute and deliver a new Warrant or Warrants in the name name(s) of the assignee or assignees and in the denomination denomination(s) 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 A Warrant, if properly assigned in compliance with the requirements first sentence of this Section 3.13.1 and with Section 9, 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 without having a new Warrant on the books of issued. If requested by the Company, a new Holder shall acknowledge in writing, in form reasonably satisfactory to the Company, such Holder's continuing obligation under Section 9.

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 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, 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, (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 pursuant to Section 12maintained 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. Subject to compliance with this Section 7.01, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the 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 transferee) and other charges incurred by the Company in the performance of its obligations in connection with 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 any Warrant Securities.

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 ActAct 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 pursuant to Section 12as 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 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 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, 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, (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 pursuant to Section 12proposed 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 CompanyBorrower, 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 holder of record of the Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

Transfer. The Warrants and This Bond is transferable by the Warrant Stock shall be freely transferableregistered owner hereof or his duly authorized attorney at the corporate trust office of First Union National Bank, subject to as Bond Registrar, in the City of Richmond, Virginia, in compliance with this Section 3.1 the terms 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 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, 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, (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 conditions set forth in the form attached as Exhibit C hereto Indenture 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 Bond, provided that transfers in connection with the remarketing hereof will be made at the principal corporate trust office of the Company referred Credit Facility Trustee in Wilson, North Carolina, accompanied by a duly executed instrument of transfer in form satisfactory to in Section 2.1 the Bond Registrar, subject to such reasonable regulations as the Issuer, the Bond Registrar or the office Trustee may prescribe and upon payment of any tax or agency designated by the Company pursuant other governmental charge incident 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, PROVIDED THAT IF MONEYS FOR THE PURCHASE OF THIS BOND HAVE BEEN PROVIDED PURSUANT TO A DRAW UNDER THE CREDIT FACILITY, THIS BOND IS NOT TRANSFERABLE TO ANYONE OTHER THAN THE COMPANY OR ITS ASSIGNEE OR PLEDGEE. Upon any such surrender andtransfer, if required, such payment, the Company shall execute and deliver a new Warrant Bond or Warrants Bonds registered in the name of the assignee transferee or assignees transferees in denominations authorized by the Indenture and in the denomination specified same aggregate principal amount as the principal amount of this Bond (and of the same maturity and bearing interest at the same rate) will be issued to the transferee. Except as set forth in such instrument of assignmentthis Bond and as otherwise provided in the Indenture, the person in whose name this Bond is registered will be deemed the owner hereof for all purposes, and shall issue the Issuer, the Bond Registrar and the Trustee will not be affected by any notice to the assignor a new Warrant evidencing the portion contrary. The owner of this Warrant not so assignedBond will have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of this Bond may become or may be declared due and payable before the stated maturity hereof, together with the interest accrued hereon. Modifications or alterations of the Lease Agreement and the Indenture and any supplement or amendment thereto may be made only to the extent and in the circumstances permitted by the Indenture and may be made in certain cases without the consent of the owners of the Bonds. No recourse shall be had for the enforcement of any obligation, promise or agreement of the Issuer contained herein or other documents to which the Issuer is a party or for any claim based hereon or thereon or otherwise in respect hereof or thereof against any director, member, officer, agent, attorney or employee, as such, in his/her individual capacity, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, under or by reason of any of the obligations, promises or agreements entered into in this Bond or between the Issuer and the Trustee; and all personal liability of that character against every such director, member, officer, agent, attorney and employee is, by the execution of the Indenture and as a condition of, and as part of the consideration for, the execution of this Warrant Indenture, expressly waived and released. Notwithstanding anything to the contrary, any liability for payment of money and any other liability or obligation which the Issuer may incur under this Bond shall promptly not constitute a general obligation of the Issuer but shall constitute limited obligations of the Issuer payable solely from and enforced only against the Trust Estate. No recourse shall be cancelledhad for the enforcement of any obligation, promise or agreement of the Issuer contained herein or in the Bonds or the Lease Agreement to which the Issuer is a party or for any claim based hereon or thereon or otherwise in respect hereof or thereof against any director, member, officer, agent, attorney or employee, as such, in his individual capacity, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity whether by virtue of any constitutional provision, statute or rule o law, or by the enforcement of any assessment or penalty otherwise. Following No personal liability whatsoever shall attach to, or be incurred by, any director, member, officer, agent, attorney or employee as such, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, under or by reason of any of the obligations, promises or agreements entered into in this Bond or between the C-13 Issuer and the Trustee, whether herein contained or to be implied herefrom as being supplemental hereto; and to all personal liability of that character against every such director, member, officer, agent, attorney and employee is , by the execution of the Indenture and as a transfer condition of, and as part of the consideration for, the execution of the Indenture, expressly waived and released. Anything herein or in the Indenture to the contrary notwithstanding, the obligations of the Issuer hereunder will be subject to the limitation that complies payment of interest to the owner of this Bond will not be required to the extent that receipt of any such payment by the owner of this Bond would be contrary to the provisions of law applicable to such Bond which limits the maximum rate of interest which may be charged or collected by such owner. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of the Bonds shall be in the city of payment a day other than a Business Day, then payment of interest or principal need not be made on such date but may be made on the next succeeding Business Day with the requirements same force and effect as if made on the date of maturity or the date fixed for redemption, provided that interest will accrue for the period of any such extension. This Bond will be governed by and construed in accordance with the laws of the State of Georgia. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Section 3.1, Bond and 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 execution of the CompanyIndenture have happened, exist and have been performed as so required.

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 securities purchased upon exercise of this Warrant in connection with any transfer shall not be transferred unless and until (i) the Company has received an opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Act"), the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission. Each certificate for securities purchased upon exercise of this Warrant or shall bear a legend substantially as follows, unless such securities have been registered under the resale of the Warrant Stock, Act: "The securities represented by this Warrant or the Warrant Stock, as applicable, shall certificate have not be been registered under the Securities Act of 1933 (the "Act"). The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 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, furnish pursuant 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 an exemption from registration under the Securities Act, ." This Warrant shall be assignable (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 pursuant holder thereof to Section 12any transferee or assignee who, together with after such assignment or transfer, holds 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 warrant 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 at least 10,000 shares of Common Stock regardless of whether (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (i) the Company issued or registered is, within a new Warrant on the books reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the portion of the Warrant which is being assigned; and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant. Each certificate representing Returnable Shares shall also bear a legend substantially as follows: "The securities represented by this certificate may are restricted and may be subject to a requirement that they be returned to the Company, as more fully set forth in the Common Stock Purchase Warrant dated July 23, 2004." After any shares of Common Stock issued upon exercise of this Warrant cease to be Returnable Shares, the Company shall, at the request of the Holder, issue a replacement certificate to the Holder representing such shares that does not contain the above legend.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with the Securities Act and the applicable rules and regulations promulgated thereunder and the receipt by the Company of the applicable transfer tax, this Section 3.1 Warrant and all applicable lawsrights hereunder shall be transferable in whole or in part; PROVIDED, includingHOWEVER, but that prior to July 26, 2004 (the expiration of the 24 Month Clawback), this Warrant or any portion hereof may not limited be transferred to a third party unless simultaneously therewith all or a pro rata portion, as the Securities Actcase may be, of the Detachable Warrant is also transferred to such third party. Any such transfer shall be made at the Designated Office, by the Holder in person or by its duly authorized attorney, upon surrender of this Warrant together with an assignment, in the form of ANNEX B hereto, properly endorsed, and promptly thereafter a new Warrant shall be issued and delivered by the Company, registered in the name of the assignee. Until registration of transfer hereof on the books of the Company, the Company may treat the registered Holder of this Warrant as the owner hereof for all purposes. If, at the time of the surrender of this Warrant in connection with any transfer or exchange (other than a transfer or exchange not involving a change in the beneficial ownership of this Warrant or the resale Warrant Shares) of the this Warrant Stockor Warrant Shares, this Warrant or the Warrant Stock, as applicable, Shares shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) or exchange and at the expense of the Company, that the Holder or transferee of this Warrant or the Warrant Stock Shares, as the case may be, furnish to the Company a written an opinion of counsel that is reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be made effected without registration under the Securities Act. In lieu of such opinion the Company may require a certification and/or other information reasonably satisfactory to it. The certificates evidencing the Warrant Shares issued on the exercise of this Warrant shall, if such Warrant Shares are being sold or transferred without registration under the Securities Act, (ii) bear a legend to the effect 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 Shares evidenced by 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 pursuant 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 certificates have not been 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 Companyregistered.

Transfer. The Warrants and the Warrant Stock Subject to Section 4, Investor shall be freely transferable, subject entitled to compliance with this Section 3.1 transfer its Note in any manner permitted by applicable law and all applicable laws, including, but not limited to the Securities Actregistration of such transfer by the Company in the name of such transferee or transferees as shall be specified by Investor. IfIn the event of a proposed transfer, at the time transferring Investor shall give written notice to the Company of Investor’s intention to effect such transfer. Each such notice shall describe the manner and circumstances of the surrender of this Warrant proposed transfer in connection with any transfer of this Warrant or the resale of the Warrant Stocksufficient detail, this Warrant or the Warrant Stockand shall, as applicable, shall not be registered under the Securities Act, if the Company may requireso requests, as a condition of allowing such transfer be accompanied by either: (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is legal counsel, who shall be reasonably acceptable satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such the proposed transfer of the Note may be made effected without registration under the Securities Act, Act or (ii) a “no action” letter from the SEC to the effect that the Holder or transferee execute and deliver transfer of such Note without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such restricted securities shall be entitled 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, transfer such restricted securities in accordance with the foregoing provisionsterms of the notice delivered by such holder to the Company; provided, however, that no opinion or “no action” letter need be obtained with respect to a transfer to: (a) an affiliate (as such term is defined in the Securities Act) of Investor; (b) a partner, active or retired, of Investor; (c) the estate of any such partner; or (d) the spouse, children, grandchildren or spouse of such children or grandchildren of any holder or to trusts for the benefit of Investor or such Persons. In connection with any transfer in accordance with this Section 6.2 and at all other times hereunder, Investor shall be registered on the books of entitled to surrender its Note to 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 pursuant to Section 12, together with a written assignment request for the issuance of this Warrant substantially one or more new Note, specifying the denomination or denominations thereof and, in the form case of Exhibit B hereto a transfer of a Note, the name and address of the new transferee or transferees. As soon as reasonably practicable, the Company shall issue a new Note bearing the same interest rate and in the same form, in the same aggregate principal amount as the Note being surrendered in the name of Investor. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Each Note presented or surrendered for reissuance and registration of a new Note shall be endorsed, or, in the case of a transfer of a Note, shall be accompanied by a duly executed by the Holder or its agent or attorney and funds sufficient to pay written instrument of transfer in an appropriate form. The applicable Investor shall be responsible for any transfer taxes payable upon associated with the making transfer of any Note. Any transferee, by its acceptance of a Note in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 4. Notwithstanding the foregoing, any such transfer. Upon such surrender and, if required, such payment, the Company transferee shall execute and deliver a new Warrant or Warrants in counterpart of this Agreement, the name of Security Agreement and the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Guaranty to the assignor a new Warrant evidencing Company and Investor, in form and substance satisfactory to Investor, and, by delivering such counterpart, such transferee shall be deemed to agree to be bound by the portion provisions of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1Agreement, the Warrant may be exercised by a new Holder for Security Agreement, the purchase of shares of Common Stock regardless of whether Guaranty and the Company issued or registered a new Warrant on the books of the Companyother Related Documents.

Transfer. If the General Partner, its stockholders and any person related to the General Partner or its stockholders within the meaning of Sections 267(b) or 707(b)(1) of the Code own in the aggregate 80% or more of the aggregate partnership interests in the Partnership, no such interest owned by any such person may be transferred, assigned, pledged or encumbered except that, if there are Limited Partners other than the persons described above which in the aggregate have at least a 1% interest in Partnership income, gain, loss, deduction, credit and capital, this restriction on transfer, assignment, pledge or encumbrance will not apply if all such other Limited Partners consent in writing thereto. Such consent shall be granted or denied in the sole discretion of each such Limited Partner. The Warrants General Partner may transfer, assign, pledge or encumber its general partnership interest subject to the limitations in the preceding two sentences, and 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 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 be, 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 Actapplicable securities laws, (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 pursuant to Section 12, 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 CompanyPartnership.

Transfer. The Warrants and This Warrant may not be transferred by the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to Holder without the Securities Act. If, at 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 StockCompany, this Warrant or the Warrant Stock, as applicable, shall which consent may not be registered under the Securities Actunreasonably withheld, the Company may require, as a condition of allowing unless such transfer is to (i) that the Holder any principal, shareholder, director or transferee officer of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that any such transfer may be made without registration under the Securities Actentity, (ii) that the Holder to any spouse, ancestor, descendant of any person referred to in clause (i), 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 any trust established for the transferee be an “accredited investor” as defined benefit of any person referred to in Rule 501(aclause (i) promulgated or clause (ii), or (iv) any person or entity controlling, controlled by or under common control with Holder. In the Securities Act. Transfer event of a transfer to which the Company has previously consented in writing, this Warrant and all rights hereunder, in whole or in part, in accordance with hereunder may be transferred by the foregoing provisions, shall be registered on the books Holder upon delivery of the Company to be maintained for such purposeform of Assignment attached hereto as Exhibit 2 (the “Assignment”), upon duly executed by the Holder, surrender of this Warrant properly endorsed at the principal office address of the Company referred to in Section 2.1 and payment of any necessary transfer tax or the office or agency designated by the Company pursuant 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 other governmental charge imposed upon the making of such transfer. Upon such surrender and, if required, such paymentany partial transfer, the Holder and Company shall execute will cause to be issued and deliver delivered to the Holder 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 with respect to the assignor a new Warrant evidencing the portion of this Warrant not so assignedtransferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall promptly be cancelled. Following a transfer that complies with have been so endorsed, the requirements person in possession of this Section 3.1, the Warrant may be exercised treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a new Holder for the purchase transfer of shares of Common Stock regardless of whether the Company issued or this Warrant is duly registered a new Warrant on the books of the Company, the Company may treat the Holder hereof as the owner for all purposes.

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 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, 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, (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 pursuant 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.the

Transfer. The Warrants (a) Each Participant may from time to time Transfer its Participation Interest or any interest therein, except that no Participant may Transfer more than 49% of its Participation Interest to any transferee that is not a Qualified Transferee, nor shall any Participant Transfer any portion of its Participation Interest to a transferee that such Participant has reason to believe, based on reasonable diligence, is an Embargoed Person (or an Affiliate of an Embargoed Person, or controlled by or under common control with an Embargoed Person), Borrower or an Affiliate of Borrower. Following any such Transfer that is permitted hereunder, the transferring Participant shall have no further liability hereunder with respect to the interest so Transferred. Within five (5) Business Days following any such Transfer, the transferring Participant shall provide written notice of such Transfer to the other Participant, which notice shall include the name, address and other notice information for such transferee (“Transfer Notice”). Upon receipt of the Warrant Stock Transfer Notice, Servicer shall update Schedule I hereto to include such transferee and notice information relating thereto and distribute such revised Schedule I to each Participant, and such transferee shall be freely transferable, subject deemed to compliance with be a Participant under this Section 3.1 and all applicable laws, including, but not limited to the Securities ActAgreement. If, at the time Until receipt of the surrender Transfer Notice, Servicer will not consider any Transfer valid and may continue to make distributions and service the Loan as if no such Transfer had occurred. The ownership 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 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, 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, (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, each Participation Interest shall be registered on the books a record of the Company to be ownership 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 pursuant Servicer. Notwithstanding anything else in this Agreement to Section 12the contrary, together the right to receive principal or interest payments with respect to a written assignment Participation Interest hereunder may be transferred only if the transfer is registered on such record of this Warrant substantially ownership and the transferee is identified as the owner of an interest in the form obligation. The Servicer and the Participants shall be entitled to treat the registered holder of Exhibit B hereto duly executed by each Participation Interest (as recorded on such record of ownership) as 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 owner in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, fact thereof for all purposes and shall issue not be bound to the assignor recognize any equitable or other claim to or interest in 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 Participation Interest or registered a new Warrant hereunder on the books part of the Companyany other Person or entity.

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 under the Securities ActThis Warrant, the Company may require, as a condition shares of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Common Stock as the case may be, 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, (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 issued upon exercise of this Warrant and all other rights hereunderhereunder may only be transferred, in whole or in part, to an affiliate of the holder of this Warrant, without charge (except for transfer taxes); provided, however, that (x) such affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that (1) provides that such affiliate shall be bound by the Tier 4 terms of this Warrant, and (2) contains the representations and warranties set forth in Section 3 of the Note Purchase Agreement, and (y) as a condition to such transfer, such affiliate shall surrender this Warrant to the Company to permit the Company to deliver a new Warrant in such affiliate’s name. Except as set forth in Section 10, this Warrant may not be transferred without the prior written consent of the Company in its sole discretion. All transfers of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, must also be made in accordance with the foregoing provisionsSecurities Act, and applicable state securities laws. Any attempted transfer of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, in violation of this Section 10 shall be registered on the books of the Company to be maintained for such purpose, upon null and void ab initio. Upon surrender of this Warrant at to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, together with instructions by the applicable holder hereof that all or a written assignment portion 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 paymentbe assigned, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified named in such instrument of assignmentassignment and, and shall issue to if the assignor a new Warrant evidencing applicable holder’s entire interest is not being assigned, in the portion name of this Warrant not so assignedthe transferring holder, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Each certificate representing 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 issued upon exercise of whether this Warrant transferred in accordance with this Section 10 shall bear any legend as to the Company issued or registered a new Warrant applicable restrictions on transferability in order to ensure compliance with such laws, including, without limitation, the books of the Companylegends set forth in Sections 12 and 13.

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 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, 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, (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 pursuant to Section 12proposed 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 CompanyBorrower, 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 record of the Convertible Note as the Holder in fact thereof and of the Convertible Note and shall not be bound to recognize any equitable or other claim to or 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 laws of Texas.

Transfer. The Warrants and the Warrant Common Stock issuable hereunder 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 Common 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 StockCommon Stock issuable hereunder, this Warrant or the Warrant such Common Stock, as applicable, shall not be registered 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) transfer, that the Holder or transferee of this Warrant or the Warrant Stock such Common Stock, as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company (it being understood that Xxxxxxxx Xxxxx & Deutsch LLP shall be deemed acceptable counsel) to the effect (i) that such transfer may be made without registration under the Securities ActAct and under applicable state securities or blue sky laws, (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 and (iii) that the transferee be an “"accredited investor” " as defined in Rule 501(a) promulgated under the Securities Act. Notwithstanding the foregoing, no opinion of counsel shall be required with respect to the transfer of this Warrant to an Affiliate of a Holder. 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 pursuant 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. 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.

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 any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above. Buyer agrees that it shall not be unreasonable for Seller to withhold its consent to any assignment or transfer if Seller determines, based upon the advice of outside counsel, that the assignment or transfer would be inadvisable because it could cause the hedging activities of Seller, or of Buyer’s transferee, related to the transactions contemplated in connection with the issuance of the Reference Notes to fail to comply with applicable securities laws or regulations. If, at as determined in Seller’s sole discretion, 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, 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 rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of AA or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or Aa3 or better by Xxxxx’x 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 Warrant in connection 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 any transfer respect to a portion of this Warrant or the resale Transaction, a payment shall be made pursuant to Section 6 of the Warrant Stock, this Warrant or the Warrant Stock, Agreement as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer 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, furnish Transaction and a Number of 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 ActTerminated Portion, (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) such Transaction shall be the only Terminated Transaction; provided that if the transferee circumstances giving rise to such partial termination arose primarily due to the actions of MLI, then MLI and Counterparty both shall be an “accredited investor” as defined Affected Parties. In circumstances in Rule 501(a) promulgated which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Securities Act. Transfer Transaction are not applicable, Seller may transfer any of its rights or delegate its obligations under this Warrant and all rights hereunder, in whole or in part, in accordance Transaction with the foregoing provisionsprior written consent of Buyer, which consent shall not 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 pursuant 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 Companyunreasonably 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 under the Securities ActThis Warrant, the Company may require, as a condition shares of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Common Stock as the case may be, 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, (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 issued upon exercise of this Warrant and all other rights hereunderhereunder may only be transferred, in whole or in part, to an affiliate of the holder of this Warrant, without charge (except for transfer taxes); provided, however, that (x) such affiliate shall have agreed with all parties hereto, in a written instrument reasonably satisfactory to the Company, that (1) provides that such affiliate shall be bound by the terms of this Warrant, and (2) contains the representations and warranties set forth in Section 3 of the Note Purchase Agreement, and (y) as a condition to such transfer, such affiliate shall surrender this Warrant to the Company to permit the Company to deliver a new Warrant in such affiliate’s name. Except as set forth in Section 10, this Warrant may not be transferred without the prior written consent of the Company in its sole discretion. All transfers of this Warrant, or any shares of Tier 4 Common Stock issued upon exercise of this Warrant, must also be made in accordance with the foregoing provisionsSecurities Act, and applicable state securities laws. Any attempted transfer of this Warrant, or any shares of Common Stock issued upon exercise of this Warrant, in violation of this Section 10 shall be registered on the books of the Company to be maintained for such purpose, upon null and void ab initio. Upon surrender of this Warrant at to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, together with instructions by the applicable holder hereof that all or a written assignment portion 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 paymentbe assigned, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified named in such instrument of assignmentassignment and, and shall issue to if the assignor a new Warrant evidencing applicable holder’s entire interest is not being assigned, in the portion name of this Warrant not so assignedthe transferring holder, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Each certificate representing 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 issued upon exercise of whether this Warrant transferred in accordance with this Section 10 shall bear any legend as to the Company issued or registered a new Warrant applicable restrictions on transferability in order to ensure compliance with such laws, including, without limitation, the books of the Companylegends set forth in Sections 12 and 13.

Transfer. The Warrants and If the Warrant Stock shall be freely transferable, subject Lender should decide to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time dispose of the surrender of this Warrant Note (in connection with any transfer of this Warrant whole or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Actin part), the Company Lender understands and agrees that it may require, as a condition of allowing such transfer do so only (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish pursuant 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 an effective registration statement under the Securities Act, (ii) to the Borrower or (iii) pursuant to an available exemption or exclusion from the registration requirements of the Securities Act. In connection with any transfer of the Note other than pursuant (i) to an effective registration statement, (ii) to the Borrower, (iii) to an affiliate of the Lender which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement, or (iv) in reliance on Rule 144 under the Securities Act, the Borrower may require that the Holder or transferee execute and deliver transferor provide to the Company Borrower an investment representation letter opinion, in form and substance acceptable reasonably satisfactory to the Company and substantially Borrower, of counsel experienced in the form attached as Exhibit C hereto and (iii) area of United States Securities laws selected by the transferor to the effect that such transfer does not require registration of the transferee be an “accredited investor” as defined in Rule 501(a) promulgated Note under the Securities Act. Transfer of this Warrant the Note and all rights hereunderthereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company Borrower to be maintained for such purpose, upon surrender of this Warrant the Note at the principal office of the Company Borrower referred to in Section 2.1 5.1.10 or the office or agency designated by the Company Borrower pursuant to Section 125.1.10, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto Note duly executed by the Holder or its agent or attorney Lender 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 Borrower shall execute and deliver a new Warrant Note or Warrants Notes in the name of the assignee or assignees and in the denomination denominations specified in such instrument of or assignment, and shall issue to the assignor a new Warrant Note evidencing the portion of this Warrant the Note not so assigned, and this Warrant the surrendered Note shall promptly be cancelledcanceled. Following A Conversion Right in a transfer new Note that complies with the requirements of this Section 3.1, the Warrant has been assigned may be exercised by a new Holder Lender for the purchase of shares of Common Series E Preferred Stock regardless without having the new Note issued. The Note (and any new Notes issued from time to time under this Section 9.1.1) will contain a legend governing restrictions upon the disposition of whether such Note imposed by applicable securities laws. Such legend will be removed by the Company issued or registered a new Warrant on Borrower by delivery of substitute Notes without such legend in the books event that such legend is no longer required for purposes of applicable securities laws upon receipt by the CompanyBorrower of an opinion of counsel to the effect that such legend is no longer so required.

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 Prior to the Securities Act. If, at the time termination 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 under the Securities ActIndenture, the Company Holder may requirenot transfer, as a condition of allowing such transfer assign or convey the Revolving Liquidity Note or this Agreement unless: (i) that the Holder purported transferee, assignee or transferee recipient of such conveyance has executed a written agreement to be bound by all of the terms and provisions of this Warrant or the Warrant Stock Agreement; (ii) such action shall not, as the case may be, furnish evidenced by an Opinion of Counsel delivered to the Company Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; (iii) the Rating Agency Condition has been satisfied, and (iv) the purported transferee, assignee or recipient of such conveyance is a written opinion "domestic corporation" within the meaning of counsel Section 7701(a)(30)(C) of the Code that is reasonably acceptable has not made the election under Section 1362(a)(1) of the Code to be treated as an S corporation; provided, however, that an assignment to a Permitted Assignee need not comply with the conditions set forth in clauses (ii) and (iii) above. The Revolving Liquidity Note may not be transferred, assigned or conveyed in part; any transfer, conveyance or assignment must be in respect of 100% of the Revolving Liquidity Note. The Issuer will maintain a register in which it will record the name and contact information for each Holder. No transfer, assignment or conveyance of the Revolving Liquidity Note will be effective prior to notice to the Company Issuer and the Indenture Trustee and recordation by the Issuer thereof in such register. No transfer will be effective unless the Indenture Trustee has received a certification from the transferee to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company is not 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” "employee benefit plan" as defined in Rule 501(aSection 3(3) 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 Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not such employee benefit plan is subject to be maintained for such purposethe provisions of Title I of ERISA (including, upon surrender of this Warrant at the principal office without limitation, government and foreign plans), (b) a "plan" described in Section 4975(e)(1) of the Company referred to in Section 2.1 Code or the office (c) any entity whose underlying assets include "plan assets" by reason of any such employee benefit plan's or agency designated by the Company pursuant 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 other plan's investment in such instrument of assignmententity (including, without limitation, group trusts, bank collective investment trusts, insurance company separate accounts and shall issue to the assignor certain insurance company general accounts) (each, 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"Benefit Plan Investor").

Transfer. The Warrants Upon the sale and transfer on a Closing Date of Rights to Buyer in accordance with the Warrant Stock shall terms of the relevant Operative Agreement and receipt by NYCDMS/447815.10 Seller of payment therefor in accordance with this Agreement, Buyer will acquire good and valid title to such Rights free and clear of all liens, pledges, encumbrances, charges or claims of any kind whatsoever (except that Buyer will be freely transferablesubject to the terms of the Fund Documents applicable to Buyer as a continuing Limited Partner after the applicable Closing Date) and, subject to compliance receipt of the Required Consents (as defined below in Section 3(e)), the performance by Buyer of its undertakings under Section 5(b) hereof and the satisfaction of the conditions in Section 6(b) hereof, will be admitted directly as a substituted limited partner, member or other appropriate equity holder (collectively, a “Limited Partner”) of the Funds related to such Rights. (Buyer and Seller hereby agree that, if, for any reason with respect to any Right, the Required Consents cannot be obtained in order to sell such Right to Buyer as contemplated herein and to make Buyer a Limited Partner in the Fund related to such Right, then Seller shall, to the extent permitted by the applicable Fund Documents of such Fund, transfer to Buyer, against receipt by Seller of payment therefor in accordance with this Section 3.1 Agreement, good and all applicable laws, including, but not limited valid title to the Securities Act. Iffollowing economic entitlements and rights relating to such Right free and clear of all liens, at pledges, encumbrances, charges or claims of any kind whatsoever and subject to the time following obligations and undertakings of the surrender of this Warrant in connection Buyer and Seller 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 under the Securities Act, the Company may require, as a condition of allowing such transfer respect thereto: (i) the right of Buyer to receive from Seller, and the obligation of Seller to pay or deliver to Buyer, all distributions of cash or property made by the related Fund and received by Seller after the applicable Closing Date in respect of such Right without set-off, deduction or diminution of any kind, provided that (A) Buyer shall be obligated to disgorge, reimburse, refund or repay any such distributions to Seller upon its written demand if Seller is required to disgorge, reimburse, refund or repay the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish same to the Company a written opinion related Fund, and (B) Buyer enters into any agreements with respect to property distributions as Seller may reasonably require in order for Seller to comply with applicable transfer restrictions, agreements and Fund Documents of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Actrelated Fund, (ii) that the Holder or transferee execute and deliver right of Buyer to direct the Company an investment representation letter in form and substance acceptable Seller how to vote such Right on any issue as to which the Company and substantially in related Fund solicits 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 view of the Company to be maintained for such purposeholders of its partnership or other membership interests, 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 pursuant 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.NYCDMS/447815.10

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 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, 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, (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 pursuant 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 after the Registration Statement (as defined in the Registration Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (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 On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Research Term (or expiration of the Option Term for such Program, if later), Prothena shall transfer to Celgene certain biological or chemical materials (including Patient Samples) created or utilized hereunder, including reasonably sufficient quantities of any Collaboration Candidates and Collaboration Products (the Warrant Stock shall be freely transferable“Transferred Prothena Materials”), subject to compliance with this Section 3.1 and all applicable lawsin each case, including, but not limited that are reasonably requested by Celgene to the Securities Act. If, at extent necessary or reasonably useful for the time of following purposes (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 under the Securities Act, the Company may require, as a condition of allowing such transfer “Permitted Celgene Purposes”): (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company determine whether a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer given Collaboration Candidate may be made without registration under the Securities Acta Lead Candidate pursuant to Section 2.2.2(b), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable evaluate whether to the Company and substantially in the form attached as Exhibit C hereto and exercise its Options with respect to such Program, (iii) that [***] and (iv) for such other purposes as may be agreed to by the transferee Parties in writing. Celgene shall be an the “accredited investorMaterial Receiving Party” and Prothena shall be the “Transferring Party” for the Transferred Prothena Materials. For the avoidance of doubt, this Section 2.9.1 shall not apply to any transfers of materials or data as defined part of Celgene’s exercise of its Xxxxxxx Xxxxx 0 Portion Participation Right (or otherwise under any U.S. License Agreement or Global License Agreement). All transfers of such Transferred [***] Certain information in Rule 501(a) promulgated under this document has been omitted and filed separately with the Securities Actand Exchange Commission. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance Confidential treatment has been requested with respect to the foregoing provisions, omitted portions. Prothena Materials by the Transferring Party to the Material Receiving Party shall be registered on the books of the Company documented in a material transfer agreement in a form to be maintained for such purpose, agreed upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated good faith by the Company pursuant to Section 12Parties, together with a written assignment which agreement shall contain customary material transfer agreement provisions contained in agreements for the transfer of this Warrant substantially similar materials in the form of Exhibit B hereto duly executed by pharmaceutical industry or otherwise as necessary to comply with obligations to Third Parties (if applicable), and shall set forth the Holder or its agent or attorney type 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 Transferred Prothena Material transferred, the amount of the Transferred Prothena Material transferred and the date of the transfer of such Transferred Prothena Material (each, a “Collaboration Material Transfer Agreement”). The Material Receiving Party shall only use the Transferred Prothena Materials provided pursuant to this Section 2.9.1 for the Permitted Celgene Purposes and the Material Receiving Party agrees that such Transferred Prothena Materials shall be used in compliance with Applicable Law and the denomination specified in such instrument terms and conditions of assignmentthe material transfer agreement and this Agreement. The data that is generated by the Material Receiving Party pursuant to the Permitted Celgene Purposes under this Section 2.9.1 shall be deemed to be Program Know How; provided that Prothena shall grant, and shall issue hereby does grant, to the assignor Celgene a new Warrant evidencing the portion of this Warrant not so assignedfully-paid up, and this Warrant shall promptly be cancelled. Following a transfer that complies royalty-free, worldwide, nonexclusive license (with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder right to grant sublicenses through multiple tiers) to use such Program Know-How 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[***].

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 any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above. If, at as determined in Seller’s sole discretion, the time “beneficial ownership” of it and those of its affiliates which are subject to aggregation (within the meaning of Section 13 of the surrender 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 rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of AA or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or Aa3 or better by Mxxxx’x Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such Confirmation OTC Convertible Note Hedge (amended) 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 Warrant in connection 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 any transfer respect to a portion of this Warrant or the resale Transaction, a payment shall be made pursuant to Section 6 of the Warrant Stock, this Warrant or the Warrant Stock, Agreement as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer 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, furnish Transaction and a Number of 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 ActTerminated Portion, (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 such Transaction shall be the transferee be an “accredited investor” as defined only Terminated Transaction. In circumstances in Rule 501(a) promulgated which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Securities Act. Transfer Transaction are not applicable, Seller may transfer any of its rights or delegate its obligations under this Warrant and all rights hereunder, in whole or in part, in accordance Transaction with the foregoing provisionsprior written consent of Buyer, which consent shall not 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 pursuant 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 Companyunreasonably withheld.

Transfer. The Warrants and This Warrant may not be transferred, in whole or in part, by AFS without 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 prior consent of the surrender Corporation; provided, however, that AFS may transfer this Warrant, in whole or in part, to any Affiliate of this Warrant in connection with AFS, any transfer assignee of this Warrant AFS's rights under the Business Agreement or the resale to any successor to, or purchaser or assignee of, all or substantially all of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition business of allowing such AFS. Any permitted transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, 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, (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 is registrable on the books of the Company to be maintained for such purposeCorporation by the holder hereof in person or by his duly authorized attorney, upon surrender presentation of this Warrant the Assignment Form attached hereto duly executed at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment Corporation. Each holder of any portion of this Warrant substantially in Warrant, by holding the form of Exhibit B hereto duly executed by same, consents and agrees that the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of transferee thereof, when 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 have been transferred on the books of the CompanyCorporation as provided in this Section 5(A), may be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner and holder of such portion hereof for any purpose and as the person entitled to exercise the rights represented by such portion of this Warrant, or to the registration of transfer of such portion on the books of the Corporation; and until due presentment for registration of transfer on such books the Corporation may treat the registered holder of such portion as the owner and holder for all purposes, and the Corporation shall not be affected by notice to the contrary. Upon any transfer of this Warrant (or any portion hereof) as provided above, at the request of AFS (i) a new Warrant representing the number of shares so transferred shall be delivered to the transferee hereof within a reasonable time, not exceeding five (5) Business Days, after presentation of the Assignment Form, and (ii) in the event the Warrant has not been transferred in full, then simultaneously with the holder's surrender of this Warrant, a new Warrant representing the number of shares with respect to which this Warrant shall not then have been transferred shall be delivered to the holder hereof.

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 Actfederal and state securities laws and the following limitations. If, at the time of the surrender of this 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 may not be registered transferred, assigned or otherwise disposed of unless such transfer (i) is to a non-”U.S. person” as defined in Regulation S as promulgated under the Securities Act, and (ii) is only to a person that at the Company may require, time of transfer qualifies as a condition (x) an “accredited investor” within the meaning of allowing such transfer (iRule 501(a) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, 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 Regulation D under the Securities Act, (iiy) that a “qualified institutional buyer” within the meaning of Rule 144A(a)(1) of the Securities Act or (z) to an affiliate of such the Holder or transferee execute as the term “affiliate” is defined 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 (iiiapplied under Rule 501(b) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated of Regulation D under the Securities Act. Any transferee of this Warrant must also agree in writing to be subject to the same obligations and makes the same representations as the Holder did pursuant to the Securities Purchase Agreement at the time of the Holder’s initial acquisition of the Warrant. 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 pursuant 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 the Warrant Stock other than pursuant to the Registration Statement, Rule 144 or to the Company, the 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 and shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant Stock under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be subject to the same obligations and makes the same representations as the Holder did pursuant to the Securities Purchase Agreement at the time of the Holder’s initial acquisition of the Warrant Stock.

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 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, 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, (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 Company, 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 pursuant 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 after the Registration Statement (as defined in the Investor Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (including without limitation the reasonable attorney’s 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. If an Event of Termination has occurred and is continuing, either the Trustee or Certificateholders, in the aggregate, representing 25% or more of the Aggregate Certificate Principal Balance, by notice in writing to the Servicer (and to the Trustee if given by the Certificateholders) may terminate all (but not less than all) of the Servicer's management, administrative, servicing and collection functions (such termination being herein called a "Service Transfer"). On receipt of such notice (or, if later, on a date designated therein), all authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise (except with respect to the Certificate Account, the transfer of which shall be governed by Section 7.06), shall pass to and be vested in the Trustee pursuant to and under this Section 7.02; and, without limitation, the Trustee is authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Warrants Trustee shall cause all assignments of mortgages, deeds of trust or security deeds securing the Contracts to be duly recorded. If the Servicer was the lender of record for purposes of the FHA Insurance relating to FHA-Insured Contracts, the Trustee shall notify HUD of such termination and shall request that HUD transfer the FHA Insurance reserves allocable to such FHA-Insured Contracts to the successor Servicer; PROVIDED, HOWEVER, that if the Trustee is the successor Servicer, the Trustee shall request such transfer of reserves if and to the extent it is legally able to do so, and the Warrant Stock Trustee shall use its best efforts to obtain any approvals that may be freely transferable, subject required for the Trustee to compliance receive such transfer of reserves. Each of the Company and the Servicer agrees to cooperate with this Section 3.1 the Trustee in effecting the termination of the responsibilities and all applicable lawsrights of the Servicer hereunder, including, but not limited without limitation, the transfer to the Securities Act. If, Trustee for administration by it of all cash amounts which shall at the time of be held by the surrender of this Warrant Servicer for deposit, or have been deposited by the Servicer, in the Certificate Account, or for its own account in connection with any its services hereafter or thereafter received with respect to the Contracts, and the transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 under FHA Insurance relating 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 pursuant 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.FHA-

Transfer. The Warrants Holder acknowledges that Holder has been -------- advised by the Company that neither this Note nor any shares to be issued upon conversion have not been registered under the Act, that the Note is being or has been 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. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the Warrant Stock rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Note nor of any shares to be issued upon conversion shall be freely transferablevalid or effective, subject and the Company shall not be required to compliance give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Note (or of any shares issued upon conversion) is registered under the Act, it being understood that neither the Note nor any shares to be issued upon conversion are currently registered for sale and that the Company has no obligation or intention to so register the Note or any shares to be issued upon conversion, or (ii) the Note (or any shares issued upon conversion) is sold, assigned or transferred in accordance with this Section 3.1 all the requirements and all applicable lawslimitations of Rule 144 under the Act, including, but it being understood that Rule 144 is not limited to the Securities Act. If, available at the time of the surrender original issuance of this Warrant in connection with Note for the sale of the Note (or of any shares issued upon conversion) 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. The Holder of this Note (or of any shares issued upon conversion) and each transferee hereof further agrees that if any sale, assignment or transfer of this Warrant Note (or of any shares issued upon conversion) is proposed to be made by them otherwise than by delivery of a prospectus meeting the resale requirements of Section 10 of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, furnish action shall be taken only after submission to the Company a written of an opinion of counsel, which counsel that is and opinion are reasonably acceptable satisfactory to the Company Company, to the effect that such transfer may the proposed distribution will not be made without registration under the Securities Act, (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 violation of the Company to be maintained for such purpose, upon surrender Act or 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 pursuant 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 Companyapplicable state law.

Transfer. The Warrants Except as set forth in SECTION 7.02 below, the Warrant 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 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, 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, (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 pursuant to Section 12maintained 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 andand payment, the Company shall execute and deliver a new Warrant or Warrant in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. If and when the transferred 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 requiredproperly assigned in compliance herewith, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. The Company will not close its stock transfer books against a transfer of the Warrant or the Warrant Securities or any exercise of the Warrant. Any such paymenttransfer 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 Warrant may be divided or combined with other Warrant upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrant are to be issued, signed by the Holder thereof or its agent or attorney. Subject to compliance with this, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the name 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 assignee or assignees transferee) and other charges incurred by the Company in the denomination specified performance of its obligations in such instrument connection with the preparation, issue and delivery of assignment, Warrant under this Section. The Company agrees to maintain at its aforesaid office books for the registration and shall issue transfer of the Warrant. Notwithstanding any provision 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 3.1contrary contained herein, the Warrant may and the Warrant Securities shall be exercised by a new Holder for transferable only in compliance with the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books provisions of the CompanySecurities Act and applicable state securities laws in respect of the transfer of any Warrant or any Warrant Securities.

Transfer. The Warrants Except as set forth in Section 7.02 below, the -------- ------------ Warrant 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 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, 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, (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 pursuant to Section 12maintained 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 Warrant 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 Warrant or the Warrant Securities or any exercise of the Warrant. 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 Warrant may be divided or combined with ------------ other Warrant upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrant are to be issued, signed by the Holder thereof or its agent or attorney. Subject to compliance with this, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrant in exchange for the Warrant or Warrant 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 transferee) and other charges incurred by the Company in the performance of its obligations in connection with the preparation, issue and delivery of Warrant under this Section. The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrant. Notwithstanding any provision to the contrary contained herein, the Warrant 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 any Warrant Securities.

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject Subject to compliance with the restrictions on -------- transfer set forth in this Section 3.1 and all applicable laws7, including, but not limited to the Securities Act. 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 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, 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, (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 to the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12Company, 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--------- attorney. 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. A Warrant, 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 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 Warrant Shares without having a new Warrant issued. Prior to presentment for registration or transfer thereof, the Company may deem and treat the registered holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. All Warrants issued upon 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. Notwithstanding the foregoing, the Holder hereof may not transfer this Warrant to any subsequent transferees (other than to transferees who are affiliates of the Holder) unless the Holder transfers all shares of Series E Preferred Stock or Common Stock or rights to acquire shares of Common Stock regardless of whether then held by the Company issued or registered a new Warrant on the books Holder (including those held by affiliates of the CompanyHolder).

Transfer. The Warrants and the Warrant Stock shall be freely transferable, subject (1) Subject to Holder’s compliance with this Section 3.1 and all applicable laws7 hereof, 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 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, furnish to the Company a written opinion of counsel that Subordinated Note is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (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, Subordinated Note Register upon surrender of this Warrant Subordinated 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 Subordinated Notes, of authorized denominations and for the same aggregate principal office amount, will be issued to the designated transferee or transferees. 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 Subordinated Note for registration of transfer, the Company and any agent of the Company referred may treat the Person in whose name this Subordinated Note is registered as the owner thereof for all purposes, whether or not this Subordinated Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. (2) Subject to Holder’s compliance with Section 7 hereof, upon presentation of this Subordinated 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 pursuant to Section 12, 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 paymentSubordinated Note shall be transferred on the Subordinated Note Register, the Company shall execute and deliver a new Warrant or Warrants Subordinated 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 Subordinated Notes shall be subject to such additional restrictions as are set forth in the legends on the Subordinated Notes and to such additional reasonable regulations as may be prescribed by the Company as specified in this Subordinated Note. Successive registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be Subordinated Noted on the Subordinated Note register. (3) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or assignees mutilation of this Subordinated 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 Subordinated Note, if mutilated, the Company will deliver a new Warrant evidencing the portion Subordinated Note of this Warrant not so assignedlike tenor and dated as of such cancellation, and this Warrant shall promptly be cancelledin lieu of such Subordinated Note. 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.(d)

Transfer. The Warrants and the Warrant Stock Except as otherwise set forth herein, 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 or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Warrant 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 up to $2,500 of all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any transfer requested Transfer, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of this Warrant 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 resale of the Warrant Stock, this Warrant proposed subtenant or the Warrant Stock, as applicable, assignee. Any Transfer so approved by Landlord shall not be registered under effective until Tenant has delivered to Landlord an executed counterpart of the Securities Act, document evidencing the Company may require, as a condition of allowing such transfer Transfer which (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company is in a written opinion of counsel that is form reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Actapproved by Landlord, (ii) that contains the Holder or transferee execute 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 an “accredited investor” as defined in Rule 501(a) promulgated to assume all obligations of Tenant under this Lease arising after the Securities Acteffective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer of this Warrant and all rights without Landlord’s consent, to the extent required 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 pursuant 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 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. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any 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; 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 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, 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, (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 pursuant 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 after the Registration Statement (as defined in the Registration Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (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 the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited Prior to the Securities Act. IfTrigger Date, at the time Holder may not offer for sale, sell, assign or transfer this Note, the shares of Common Stock issuable upon conversion of this Note, or the shares of Preferred Stock issuable upon conversion of this Note without the prior written approval of the surrender of Company, provided that the Holder may transfer this Warrant Note or such Common Stock or such Preferred Stock (i) to an Affiliate, (ii) in connection with a pledge or assignation of security interest in all or any transfer portion of the Note, such Common Stock or such Preferred Stock to secure obligations of the Holder, and (iii) following and in connection with the insolvency of the Holder. Upon and after the Trigger Date, this Note and the shares of Common Stock and Preferred Stock issuable upon conversion of this Warrant Note may not be offered for sale, sold, transferred or assigned (i) in the absence of an effective registration statement for this Note or the resale shares of the Warrant Stock, Common Stock or Preferred Stock issuable upon conversion of this Warrant or the Warrant StockNote, as applicable, shall not be registered under or (ii) unless the Securities Act, Holder provides the Company with assurance (reasonably satisfactory to the Company) that such Note or the shares of Common Stock and/or Preferred Stock issuable upon the conversion of this Note can be sold, assigned or transferred pursuant to Rule 144 or such other exemption from registration as may requirebe available. Upon any sale, transfer or assignment of this Note permitted pursuant to this Section 13 (including any sale, transfer or assignment to an Affiliate of the Holder), and as a condition of allowing to such sale, transfer or assignment, the purchaser, transferee or assignee, as applicable (ithe “New Holder”), shall execute and deliver (x) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish a joinder to the Company a written opinion of counsel that is Note Purchase Agreement in form and substance reasonably acceptable to the Company other Investors pursuant to which the New Holder agrees to comply with the Investors’ obligations under this Note and the Note Purchase Agreement and (y) a joinder to the effect that such transfer may be made without registration Security Agreement pursuant to which the New Holder agrees to comply with the Investors’ and the Secured Parties’ obligations under the Securities ActSecurity Agreement, (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 including 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 pursuant respect 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 Company7.6 thereof (Indemnification).

Transfer. The Warrants As provided in the Indenture and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable lawscertain limitations therein set forth, 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 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, furnish to the Company a written opinion of counsel that LYON is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (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 registrable 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 purposeSecurity Register, upon surrender of this Warrant LYON for registration or transfer at the principal office of the Company referred to in Section 2.1 or the office or agency designated in a Place of Payment for the XXXXx, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new XXXXx, of any authorized denominations and for the same aggregate Principal Amount at Maturity, executed by the Company pursuant and authenticated and delivered by the Trustee, will be issued to Section 12, together with a written assignment the designated transferee or transferees. The XXXXx are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein and on the face of this Warrant substantially in the form LYON, XXXXx are exchangeable for a like aggregate Principal Amount at Maturity of Exhibit B hereto duly executed XXXXx of a different authorized denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or its agent or attorney and funds exchange, but the Company may require payment of a sum sufficient to pay cover any transfer taxes tax or other governmental charge payable upon the making in connection therewith. Prior to due presentment of such this LYON for registration of transfer. Upon such surrender and, if required, such payment, the Company, the Trustee or any agent of the Company or the Trustee may treat the Person in whose name this LYON is registered as the owner hereof for all purposes, whether or not this LYON be overdue, and neither the Company, the Trustee nor any such agent shall execute and deliver be affected by notice to the contrary. Ownership Limitation on XXXXx In order to permit the Company to retain its status as a new Warrant or Warrants publicly traded corporation under the proposed Treasury regulations to Section 883 of the Internal Revenue Code of 1986, as amended (the "Code"), XXXXx generally may not be transferred if the transfer would result in the name ownership, including XXXXx and other convertible securities of the assignee Company on an as-converted basis, by one Person or assignees and in a group of related Persons by virtue of the denomination specified in such instrument attribution provisions of assignmentthe Code, and shall issue to of more than 4.9% of 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 outstanding Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company.

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 50,000 shares of Warrant Stock, which consent shall not unreasonably be denied. 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 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, 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, (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 pursuant 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. Notwithstanding the foregoing, the Company shall not require an opinion pursuant to clause (i) of the previous sentence for any transfer of this Warrant by the original Holder to any Affiliate or employee of such Holder. 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.

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"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Warrant 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 evaluation, processing, and/or documentation of any transfer requested Transfer, whether or not Landlord's consent is granted, in an amount not to exceed $1,500.00. Landlord's reasonable costs shall include the cost of this Warrant 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 resale of the Warrant Stock, this Warrant proposed Subtenant or the Warrant Stock, as applicable, Assignee. Any Transfer so approved by Landlord shall not be registered under effective until Tenant has delivered to Landlord an executed counterpart of the Securities Act, document evidencing the Company may require, as a condition of allowing such transfer Transfer which (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company is in a written opinion of counsel that is form reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Actapproved by Landlord, (ii) that contains the Holder or transferee execute 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 an “accredited investor” as defined in Rule 501(a) promulgated to assume all obligations of Tenant under this Lease arising after the Securities Acteffective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord's consent, after the expiration of this Warrant any applicable notice and all rights hereunder, in whole or in part, in accordance with the foregoing provisionscure period, shall constitute an Event of Tenant's Default and 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 pursuant 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 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. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.

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 of the surrender Article IX of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock-------- Warrant, this Warrant or the Warrant Stock, as applicable, shall not be registered 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, 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, (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 2.2 or the office or agency designated by the Company pursuant to Section 1215.2, together with a duly executed 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 transferTransfer. Upon such surrender and, if required, such payment, the Company shall shall, subject to Article IX, 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 A Warrant, if properly assigned in compliance with the requirements of this Section 3.1Article IX, 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 without having a new Warrant issued. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when a written assignment of this Warrant is duly executed, the assignee may be treated by Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however, that until a transfer of this Warrant is duly registered on the books of Company, Company may treat the CompanyHolder hereof as the owner for all purposes.

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 Subject to the Securities Act. Iflegend appearing on the first page hereof, at the time of the surrender title to all or part of this Warrant may be transferred by endorsement (by the Holder executing the Notice of Transfer attached hereto as Annex B) and delivery in connection with any transfer the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the disposition of this Warrant or the resale shares of Common Stock issued or issuable upon exercise hereof, the Warrant Stock, this Holder will not sell or transfer any or all of such Warrant or the Warrant Stockshares, as applicable, shall not be registered 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, furnish to without first providing the Company a written with an opinion of counsel that is reasonably acceptable to (which may be counsel for the Company Company) to the effect that such sale or transfer may will be made without exempt from the registration under the Securities Act, (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 prospectus delivery requirements of 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 pursuant 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 Each certificate representing shares of Common Stock regardless of whether issued upon exercise hereof shall bear a legend in substantially the Company issued or registered a new Warrant following form on the books face thereof: THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR TRANSFER OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such Holder without violation of the Companyregistration requirements of the Securities Act.

Transfer. The Warrants and Holder of this Warrant, by acceptance hereof, agrees to comply in all respects with the Warrant Stock shall be freely transferable, subject to compliance with provisions of this Section 3.1 and all applicable laws, including, but not limited 3.1. Prior to the Securities Act. If, at the time of the surrender of this Warrant in connection with 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 unless there is in effect a registration statement under the Securities ActAct covering the proposed transfer, the Holder of such securities shall give written notice to the Company may requireof such Holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, as a condition of allowing such transfer and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of legal counsel that is who shall be reasonably acceptable satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that such the proposed transfer of the Warrant and/or Warrant Stock may be made effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that enforcement action be taken with respect thereto, whereupon the Holder or transferee execute and deliver of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Holder to the Company an investment representation Company. Notwithstanding the provisions of subsections (i) and (ii) above, no such registration statement, opinion of counsel or "no action" letter shall be necessary for a transfer by a Holder that is a limited liability company to a member or Affiliates, or by a Holder that is a corporation to its stockholders or Affiliates, if the transferee agrees in form and substance acceptable writing to be subject to the Company and substantially terms hereof to the same extent as if he, she or it were an original Holder hereunder. Each new certificate evidencing the Warrant and/or Warrant Stock so transferred shall bear the appropriate restrictive legends set forth on the first page of this Warrant, except that such certificate shall not bear such restrictive legend, if, in the form attached as Exhibit C hereto and (iii) that opinion of counsel for the transferee be an “accredited investor” as defined Company, such legend is not required in Rule 501(a) promulgated under order to establish or assist in compliance with any provisions of the Securities ActAct or any applicable state securities laws. Transfer Upon compliance with the provisions of this Section 3.1, each 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 pursuant to Section 12Designated Office, together with a written assignment of this Warrant substantially in the form of Exhibit Annex B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon Transfer Taxes in connection with the making of such transfer. Upon such surrender and delivery 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 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, assigned and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the A Warrant may be exercised by a the new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered without having a new Warrant on the books of the Companyissued.