Common use of Transfers Clause in Contracts

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfSubject to the restrictions on transfer set forth in this Agreement and compliance with applicable federal and state securities laws, at this Agreement and all rights hereunder may not be assigned by the time Warrantholder without the written consent of the surrender of this Warrant Company, in connection with any transfer of this Warrantwhole or in part, the transfer of this Warrant shall not be registered pursuant except to an effective registration statement under entity in the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Warrantholder Group. The Company shall register the transfer transfer, from time to time, of any portion of this outstanding Warrant in upon the Warrant Register, upon surrender receipt by the Company of this Warrant, with a notice of transfer in the Form of Assignment form attached hereto as Exhibit B (the “Transfer Notice”), accompanied by the transferee’s correct, complete and duly completed executed IRS Form W-9 (or successor applicable form) or an appropriate IRS Form W-8 (or successor applicable form) with all required attachments, at its principal offices and signed, to the Transfer Agent or payment to the Company at its address specified hereinof all transfer taxes and other governmental charges imposed on such transfer. Upon any Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. After the Company’s registration or transferof a transfer of the Warrant, the Company will issue and deliver to the transferee a new warrant to purchase Common Stock, (representing the portion of the Warrant so transferred) upon the same terms and conditions as the Warrant Agreement and in substantially the identical form of this Warrant (any such new warrant, a “New Warrant”), evidencing which the Company will register in the new holder’s name. In the event of registration of a partial transfer of the Warrant, the Company shall concurrently issue and deliver to the transferring holder a New Warrant that entitles the transferring holder to the balance of the Warrant not so transferred and that otherwise is upon the same terms and conditions as the Warrant. Upon the delivery of the Warrant for transfer, the transferee holder shall for all purposes become the holder of the New Warrant issued for the portion of this the Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to irrespective of the transferring Holderdate of actual delivery of the New Warrant representing the portion of the Warrant so transferred. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of a holder the New Warrant that the Warrantholder has in respect of a Warrantthis Warrant Agreement.

Transfers. No Member may directly or indirectly, Transfer all or any portion of its Company Units or any of its rights or interests under this Agreement to any Person without the consent of the Manager, which consent may be withheld or granted subject to such conditions as may be determined by the Manager in its sole discretion. (a) IfNotwithstanding the foregoing, but subject to the provisions of Section 9.2 hereof, any Member may at any time, without the time consent of the surrender of this Warrant in connection with any transfer of this WarrantManager, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) Transfer all or a portion of its Company Units to an Affiliate of such Member, or (ii) other than LVP OP and Pro-DFJV, Pledge some or all of its Company Units to any Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Company Units pursuant to clause (ii) may be made without the consent of the Manager but, except as provided in subsequent provisions of this Section 9.1, such transferee or such pledgee shall hold the Company Units so transferred to it (and shall be admitted to the Company as a Member) subject to all the restrictions set forth in this Section 9.1. It is a condition to any Transfer otherwise permitted under any provision of this Section 9.1 that the Holder transferee assumes by operation of law or transferee express agreement all of the obligations of the transferor Member under this WarrantAgreement with respect to such transferred Company Units, as the case may be, furnish arising after the effective date of the Transfer and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement prior to the Company a written opinion effective date of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified hereinTransfer. Upon any such registration Transfer or transferPledge permitted under this Section 9.1, a new warrant to purchase Common Stockthe transferee or, in substantially upon foreclosure on the form of this Warrant (any such new warrantCompany Units, a “New Warrant”)as the case may be, evidencing each Institutional Lender which is the portion of this Warrant so transferred pledgee shall be issued admitted as a Member and shall succeed to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights of the transferor Member under this Agreement in the place and stead of such transferor Member. Any transferee, whether or not admitted as a Member, shall take subject to the obligations of the transferor hereunder. No transferee pursuant to a holder Transfer which is not expressly permitted under this Section 9.1 or is not consented to by the Manager, whether by a voluntary Transfer, by operation of a Warrantlaw or otherwise, shall have any rights hereunder, other than the right to receive such portion of the distributions and allocations of profits and losses made by the Company as are allocable to the Company Units, as the case may be, so transferred.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) Ifupon surrender of this Agreement properly endorsed, together with, at the time request of the surrender Company, an opinion of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish counsel reasonably satisfactory to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without pursuant to an available exemption from the registration under requirements of the Securities Act and under all applicable state securities laws; provided, however, that without the prior written consent of the Company, not to be unreasonably withheld, this Warrant may be transferred only to an Affiliate (as defined below) of the Warrantholder. Subject to the foregoing, each taker and holder of this Agreement, by taking or blue sky lawsholding the same, (ii) consents and agrees that this Agreement, when endorsed, shall be deemed negotiable, and that the holder or transferee execute hereof, when this Agreement shall have been so endorsed and deliver its transfer recorded on the Company's books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company an investment letter addressing of all transfer taxes and other governmental charges imposed on such transfer. Until the matters set forth on Schedule A attached heretoCompany receives such Transfer Notice, and (iii) that the transferee be an “accredited investor” Company may treat the registered owner hereof as defined the owner for all purposes. Notwithstanding anything herein or in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under any legend to the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) abovecontrary, the Company shall register not require an opinion of counsel in connection with any sale, assignment or other transfer by the transfer Warrantholder of this Agreement, the Warrant (or any portion hereof or thereof or any interest herein or therein) or of any portion shares of this Warrant in the Warrant Register, Common Stock issued upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, any exercise hereof to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance an Affiliate of the New Warrant by the transferee thereof shall be deemed the acceptance by Warrantholder, provided that such transferee of all of the rights and obligations of a holder of a Warrant.Affiliate is an "accredited investor" as defined in Regulation D.

Transfers. Beginning on the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, shall cause its controlled Affiliates not to, and shall direct its other Affiliates and its and its Affiliates’ Representatives not to, directly or indirectly, (a) Iftender any Voting Shares into any tender or exchange offer (other than the Offer), at (b) offer, sell, transfer, assign, exchange, pledge, hypothecate, hedge, gift, loan, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any Contract, option, agreement, understanding or other arrangement with respect to the time Transfer of, any Voting Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (c) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting or other agreement with respect to any Voting Shares that is inconsistent with this Agreement, (d) take an action that would reasonably be expected to prevent or materially impair or materially delay the consummation of the surrender transactions contemplated by this Agreement or the Merger Agreement or (e) commit or agree to take any of the foregoing actions. Any Transfer in violation of this Warrant Section 5.1 shall be void ab initio. Notwithstanding anything to the contrary in connection with any transfer this Agreement, but subject to the final sentence of this WarrantSection 5.1, any Stockholder may transfer any or all of the transfer of this Warrant shall not be registered pursuant Voting Shares, in accordance with applicable law, to an effective registration statement under the Securities Act Stockholder’s Affiliates (provided, that, prior to and under applicable state securities or blue sky laws, the Company may require, as a condition to the effectiveness of allowing such transfer (i) that the Holder Transfer, each Person to whom any of such Voting Shares or transferee any interest in any of such Voting Shares is or may be transferred shall have executed and delivered to Parent a counterpart of this Warrant, as the case may be, furnish Agreement in a form reasonably acceptable to the Company a written opinion of counsel (Parent pursuant to which opinion such Affiliate shall be in form, substance bound by all of the terms and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute provisions hereof and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined irrevocable proxy in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any Section 2.2 in which case such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof Affiliate shall be deemed a Stockholder hereunder, the acceptance by such transferee “Joinder”). From the date hereof until the Exchange Time, the Stockholder shall retain a sufficient number of all Rollover Shares to effect the Exchange in accordance with Section 3.1. Notwithstanding anything to the contrary in this Agreement, no Transfer shall be permitted if it results in the conversion of shares of Class B Common Stock to shares of Class A Common Stock under the rights and obligations of a holder of a WarrantCharter.

Transfers. (a) If, at the time of the surrender The Company need not register a transfer of this Warrant unless the conditions specified in connection with any transfer the legends on the front page hereof are satisfied and the transferee has agreed in writing to be subject to the terms and conditions of this Warrant, including transferee acknowledging in writing that it meets the investor suitability criteria set forth in this Warrant and Exhibit C attached hereto. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged or hypothecated by any Person prior to the Commencement Date. On or after the Commencement Date, transfer of this Warrant shall not may be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky lawsmade, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish subject to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such restrictions on transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, and compliance with all applicable securities laws and the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment (an “Assignment”) attached as Exhibit A hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified hereinin Section 13. No ink original of any Assignment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Assignment be required. Upon any such registration or transfer, a new warrant to purchase Common Stock, Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”), ) evidencing the portion of this Warrant so transferred shall be issued to the transferee transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder Holder of a Warrant.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed; provided, that as long as no Event of Default (as defined in connection the Loan Agreement) has occurred and is continuing, the holder hereof may not, without the Company’s prior written consent, transfer this Agreement or any portion hereof, or any shares issued upon any exercise hereof, to any person or entity who directly competes with the Company (as reasonably determined by Agent upon consultation with Company), it being acknowledged that in all cases, any transfer to an affiliate of the holder hereof shall be allowed. Each taker and holder of this WarrantAgreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. Subject to the first sentence of this Section 11, the transfer of this Warrant Agreement shall not be registered pursuant recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to an effective registration statement under the Securities Act Company of all transfer taxes and under applicable state securities or blue sky lawsother governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may require, as a condition of allowing such transfer (i) that treat the Holder or transferee of this Warrant, registered owner hereof as the case may be, furnish owner for all purposes. Notwithstanding anything herein or in any legend to the contrary, the Company a written shall not require an opinion of counsel in connection with any sale, assignment or other transfer by the Warrantholder of this Warrant (which opinion shall be or any portion hereof or any interest herein) or of any shares of Common Stock issued upon any exercise hereof to an affiliate (as defined in formRegulation D) of the Warrantholder, substance and scope customary for opinions of counsel in comparable transactions) to the effect provided that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be affiliate is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.Regulation D.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed, provided, that as long as no Event of Default (as defined in connection the Loan Agreement) has occurred and is continuing, the holder hereof may not, without the Company’s prior written consent, transfer this Agreement or any portion hereof, or any shares issued upon any exercise hereof, to any person or entity who directly competes with the Company (as reasonably determined by Agent upon consultation with Company), it being acknowledged that in all cases, any transfer to an affiliate of the holder hereof shall be allowed. Each taker and holder of this WarrantAgreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. Subject to the first sentence of this Section 11, the transfer of this Warrant Agreement shall not be registered pursuant recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to an effective registration statement under the Securities Act Company of all transfer taxes and under applicable state securities or blue sky lawsother governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may require, as a condition of allowing such transfer (i) that treat the Holder or transferee of this Warrant, registered owner hereof as the case may be, furnish owner for all purposes. Notwithstanding anything herein or in any legend to the contrary, the Company a written shall not require an opinion of counsel in connection with any sale, assignment or other transfer by the Warrantholder of this Warrant (which opinion shall be or any portion hereof or any interest herein) or of any shares of Common Stock issued upon any exercise hereof to an affiliate (as defined in formRegulation D) of the Warrantholder, substance and scope customary for opinions of counsel in comparable transactions) to the effect provided that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be affiliate is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.Regulation D.

Transfers. (a) IfThe Permittee warrants and represents that: (1) the Permittee has not previously transferred to a third-party, at including by sale, lease, or other assignment, any rights under the time Permit that continue to remain in full force and effect as of the surrender Effective Date of this Warrant Agreement for which the Permittee has not previously filed with the EAA a transfer application that has been approved by the EAA under Subchapter L of Chapter 711 of the EAA’s rules; and (2) a third-party has not previously transferred to the Permittee, including by sale, lease, or other assignment, any rights to make withdrawals from the Aquifer under another permit issued by the EAA at a point of withdrawal authorized under the Permit that continue to remain in connection with any transfer full force and effect as of the Effective Date of this WarrantAgreement for which the third- party has not previously filed with the EAA a transfer application that has been approved by the EAA under Subchapter L of Chapter 711 of the EAA’s rules. (b) Rights pledged under Section 3(a) of this Agreement may be sold, leased, or otherwise assigned by the Permittee to a third-party. Any such transfer shall be processed as provided by the applicable provisions of Subchapter L of Chapter 711 of the EAA’s rules. The EAA may not withhold approval except as is provided by those rules. However, in its approval of the transfer of the pledged rights, the EAA may condition the approval upon the Permittee’s lessee or other transferee or assign taking subject to the terms of this Warrant shall Agreement. The EAA will promptly give written notice to the Permittee’s lessee or other transferee or assign that they take subject to the terms of this Agreement. Failure to give such notice does not be registered pursuant waive any duty by the Permittee’s lessee or other transferee or assign to an effective registration statement comply with the terms of this Agreement. (c) Rights to make withdrawals from the Aquifer under another permit issued by the EAA at a point of withdrawal authorized under the Securities Act and under applicable state securities Permit may be sold, leased, or blue sky laws, otherwise assigned by a third-party to the Company may require, as a condition of allowing Permittee without regard to the fact that this Agreement is in effect. Any such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in formprocessed as provided by the applicable provisions of Subchapter L of Chapter 711 of the EAA’s rules. The EAA may not withhold approval except as is provided by those rules. (d) The Permittee, substance and scope customary for opinions of counsel in comparable transactions) to his or her lessees or other transferees or assigns, and the effect that such transfer may be made without registration under the Securities Act EAA shall take all further actions and under applicable state securities or blue sky laws, (ii) that the holder or transferee shall execute and deliver to the Company an investment letter addressing other any document which is necessary or useful to fully carry out the matters set forth on Schedule A attached heretotransfers referenced in this section, and (iii) that including any amendments to this Agreement, the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)Permit, or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be other permits issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantEAA.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed; provided, that any successor transferee prior to the Initial Public Offering shall make the representations set forth in Section 10 and agrees, by acceptance of such transfer, to be bound by the covenants, terms and conditions of this Warrant; provided, further, that the Company shall not require delivery of a legal opinion in connection with any transfer of this Warrant, the assignment or transfer of this Warrant shall not be registered pursuant or any shares of Preferred Stock issued on exercise hereof to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws“affiliate” (as defined in Regulation D) of Warrantholder, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect provided that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or affiliate transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be is an “accredited investor” (as defined in Rule 501(a)(1Regulation D). Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under at its principal offices and the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under payment to the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) aboveCompany of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company shall register may treat the registered owner hereof as the owner for all purposes. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the holder hereof may not transfer of this Agreement or any portion of this Warrant rights hereunder, in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedwhole or in part, to any person, trust or entity reasonably determined in good faith by the Transfer Agent or Company’s Board of Directors to the Company at its address specified herein. Upon any such registration or transfer, be a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance direct competitor of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCompany.

Transfers. (a) IfEach Holder understands that the Company may, at as a condition to the time transfer of any of the surrender Securities, require that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that no transfer by any Holder to any of its Affiliates shall require an opinion of counsel; provided, further, that such Affiliate in each case agrees to be subject to the restrictions in this Warrant in connection with any transfer Section 6. Each certificate evidencing the Shares issued upon exercise of this Warrant, the or transfer of this Warrant shall not be such Shares (other than a transfer registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the any subsequent transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, shares so registered) shall be stamped or imprinted with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, legend in substantially the form of this Warrant following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (any such new warrant, a THE “New WarrantSECURITIES ACT”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredOR ANY STATE SECURITIES LAWS (COLLECTIVELY, if anyTHE “ACTS”), shall be issued to the transferring HolderAND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCERTAIN RIGHTS RELEATING TO THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED MAY 15, 2008 BY AND AMONG THE HOLDER HEREOF AND OTHER STOCKHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

Transfers. The Shares are freely transferable subject to (ai) If, at restrictions under applicable securities laws and (ii) the time prior written consent of the surrender of this Warrant Company (such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) the Company’s prior written consent shall not be required in connection with any transfer to any other Holder or any Affiliate of this Warranta Holder, (B) the Company may withhold its consent in its sole and absolute discretion if (1) the aggregate Accumulated Stated Value of Shares to be transferred is less than $25.0 million (unless such transfer would result in the transfer of this Warrant shall not all Shares held by a Holder or such transfer is to any other Holder or an Affiliate of a Holder) or (2) such transfer would be registered pursuant to an effective registration statement under a Disqualified Person, and (C) no Holder may transfer any Shares to any Person if the Securities Act and under applicable state securities Purchaser or blue sky laws, any of its Affiliates would cease to constitute the Company may require, Preferred Majority Holder as a condition result of allowing such transfer. No such transfer (i) that shall be effective unless and until the Holder or transferee of this Warrant, as the case may be, furnish shall have executed and delivered to the Company a Joinder in substantially the form attached hereto as Exhibit A (unless such transferee is a Holder at such time). In connection with the transfer of any Share, the Holder thereof shall deliver written notice to the Company describing in reasonable detail such transfer, which shall, if so requested by the Company in writing, be accompanied by an opinion of counsel (which opinion shall may be in form, substance and scope customary for opinions of counsel in comparable transactionsin-house counsel) to the effect that such transfer may be effected without registration of such Share under the Securities Act. Any transfer in violation of this Section 1.6(a) shall be null and void. For the avoidance of doubt, the Purchaser (and/or any of its Affiliates) shall at all times be the Preferred Majority Holder. (a) The Company shall keep at its principal office a register for the registration of the Shares. Upon the surrender of any certificate representing any Share at such place, the Company shall, upon the request of the Holder of such certificate, promptly (but in any event within three Business Days after such request) prepare, execute and deliver (at the Company’s expense) new certificates in exchange therefor representing Shares with an aggregate Stated Value represented by the surrendered certificate. Such certificate shall be registered in the name requested by the Holder of the surrendered certificate and shall represent the Stated Value of the Shares as is requested by the Holder of the surrendered certificate. Dividends shall accumulate on the aggregate Stated Value of the Shares represented by such new certificates from the date on which Dividends have been fully paid on the aggregate Stated Value of the Shares represented by the surrendered certificate. The issuance of such new certificates shall be made without charge to the Holders, and the Company shall pay for any cost incurred by the Company in connection with such issuance, including any documentary, stamp and similar issuance or transfer tax in respect of the preparation, execution and delivery of such new certificates pursuant to this Section 1.6. All transfers and exchanges of the Shares shall be made promptly by direct registration on the books and records of the Company and the Company shall take all such other actions as may be required to reflect and facilitate all transfers and exchanges not prohibited by this Section 1.6. (b) Upon receipt of evidence in form and substance reasonably satisfactory to the Company (it being understood that an affidavit of the applicable Holder shall be reasonably satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares, and in the case of any such loss, theft or destruction, upon receipt of an indemnity in form and substance reasonably satisfactory to the Company (provided that, if the Holder is a financial institution or other institutional investor, its own agreement shall be reasonably satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the Shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. (c) Unless otherwise agreed to by the Company and the applicable Holder, each certificate representing the Shares shall bear a restrictive legend in substantially the form attached hereto as Annex I and shall be subject to the restrictions set forth therein. In addition, such certificate may have notations, additional legends or endorsements required by law, exchange rules or agreements to which the Company and any Holder (in its capacity as a Holder) is subject, if any. (d) At any time, upon the request of any Holder, the Company shall reasonably assist such Holder in connection with any Resale to a qualified institutional buyer without registration under the Securities Act in accordance with applicable securities laws, including any sale under any of Rule 144, Rule 144A or Regulation S. The Company shall reasonably cooperate with and under applicable state securities or blue sky lawsassist any Holder in connection with a Resale upon reasonable notice and at reasonable times during normal business hours, including by (i) providing direct contact between its senior management and prospective purchasers, (ii) responding to reasonable inquiries of, and providing answers to, prospective purchasers, (iii) providing reasonable assistance in connection with the prospective purchasers’ due diligence review, (iv) hosting one or more meetings of prospective purchasers at the Company’s facilities or such other location selected by the Company and (v) providing all reasonable and customary information and access required to comply with applicable securities laws; provided that the holder or transferee execute Company’s obligation to assist with any of the foregoing shall (x) be subject to the Company’s receipt of a customary confidentiality agreement executed by any prospective purchaser in form and deliver substance reasonably acceptable to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iiiy) that not be required more than two times in any six month period. Any costs or expenses incurred by the transferee Company in connection with the foregoing shall be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)borne by such Holder and none of the Company, or (a)(8) promulgated under the Securities Act any of its Affiliates, representatives or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant accountants shall be required to subparagraph (a) above, the Company shall register the transfer of prepare any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent offering materials or to the Company at its address specified herein. Upon provide any indemnities, representations or warranties, opinions or negative assurance letters to any transferee in connection with any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfNo Member or Preferred Holder may, at directly or indirectly, Transfer all or any portion of its Membership Interest or, if such Member or Preferred Holder is an entity, permit a direct or indirect Transfer of an interest in such Member or Preferred Holder, to any Person, except as specifically permitted in this Article VIII or as may be mutually agreed in writing by the time of Silver Member and the surrender Titanium Family Designee. Any purported Transfer in violation of this Warrant in connection with any transfer of this WarrantArticle VIII shall be null and void and ineffective for all purposes, the transfer of this Warrant and shall not be registered pursuant to an effective registration statement under bind the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActCompany. (b) If Notwithstanding Section 8.1(a) but otherwise subject to this Warrant is transferable pursuant to subparagraph (a) aboveAgreement, the Company shall register the transfer of a Member may, directly or indirectly, Transfer all or any portion of this Warrant its Membership Interest (but not less than one (1) Unit of Membership Interest) (and a Person who holds a direct or indirect ownership interest in a Member may Transfer all or any portion of such Person’s ownership interest) to any other Member, to an entity consisting of or owned entirely by one (1) or more of the Warrant Registerforegoing Persons, upon surrender to a wholly owned Subsidiary of this Warrant, with the Form of Assignment attached hereto duly completed and signedsuch Member, to the Company, to any Family Transferee or, in the case of the Silver Member, to any wholly owned Subsidiary of Silver Parent or Silver OP. A Transfer Agent or described in this Section 8.1(b) is referred to as a “Permitted Affiliate Transfer” and a transferee of such a Permitted Affiliate Transfer is referred to as a “Permitted Transferee”. Notwithstanding anything herein to the contrary, if at any time following a Permitted Affiliate Transfer the Permitted Transferee in such Permitted Affiliate Transfer ceases to qualify as a Permitted Transferee, then all Membership Interests then held by such Permitted Transferee (and all interest and rights related thereto) will, without any further action required by such Permitted Transferee, be automatically Transferred back to the transferor of such Membership Interests, and such former Permitted Transferee and the transferor shall take such action as the Company at its address specified hereindeems appropriate to document and effect such Transfer. Upon In addition to the foregoing and notwithstanding anything herein to the contrary (including Section 8.1(a)), Transfers of ownership interests in Silver Parent or Silver OP or any such registration change in a trustee of any trust that is a Member or transfer, of any trust that holds a new warrant to purchase Common Stock, direct or indirect interest in substantially any Member may be made without restriction by the form terms of this Warrant Agreement. (c) Notwithstanding Section 8.1(a), the Silver Member (or any of its Affiliates) may Transfer any Membership Interests following the earlier of (x) the seventh (7th) anniversary of the date of this Agreement or (y) the last day of the Titanium Period. Notwithstanding anything herein to the contrary, if none of Silver Parent or any its Subsidiaries hold any Common Units or if no Silver Parent equity securities are listed for trading on a national securities exchange, the Exchanging Members’ rights to receive any consideration other than cash pursuant to Section 8.4 shall be deemed modified such new warrantthat such right shall, thereafter, only represent the right to receive cash in an amount that is determined in accordance with Section 8.4. (d) Notwithstanding Section 8.1(a), subject to applicable law, each of the Members and any Person holding a direct or indirect ownership interest in a Member shall be permitted to mortgage, hypothecate, or pledge any of its Membership Interests or such ownership interests in respect of one (1) or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “New WarrantPermitted Loan”), evidencing . Any Permitted Loan entered into by a Member or any of the portion of this Warrant so transferred foregoing Persons shall be issued with one (1) or more Responsible Financial Institutions (or any other financial institution reasonably acceptable to the Silver Member) and nothing contained in this Agreement shall prohibit or otherwise restrict the ability of any lender (or its securities’ affiliate) or collateral agent to foreclose upon and sell, dispose of or otherwise transfer any such Membership Interests or such ownership interests mortgaged, hypothecated or pledged to secure the obligations of the borrower following an event of default under a Permitted Loan. Notwithstanding the foregoing or anything to the contrary herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or any affiliate or transferee and a New Warrant evidencing of the remaining portion foregoing forecloses on Membership Interests that constitute collateral for any Permitted Loan, (I) no lender, creditor, agent or trustee on their behalf or affiliate or transferee of this Warrant not so transferredany of the foregoing (other than, if anyfor the avoidance of doubt, any Member) shall be issued entitled to any rights (other than the transferring Holder. The acceptance rights set forth in Section 8.4 and Section 8.5 as though such Person was part of the New Warrant by Titanium Family Group (or the Titanium Family Designee) with respect to such Membership Interests, the rights to receive the distributions, return of contributions and allocations with respect to such Membership Interest and the rights under Section 11.12) hereunder, (II) such Membership Interests shall be deemed Transferred to such lender, creditor, agent, trustee, affiliate or transferee thereof (as applicable) for all purposes hereunder and (III) such lender, creditor, agent, trustee, affiliate or transferee (as applicable) shall be deemed the acceptance owner of such Membership Interests. (e) If requested by a Member, the Company and the other Members shall reasonably cooperate with such transferee of all Member with respect to obtaining any Permitted Loan, including entering into customary agreements with lenders to facilitate such Permitted Loans; provided, however, that in each case such cooperation does not require the Company or any cooperating Member to incur any material expense or liability or provide any guarantee or other credit support (and the Company and its Subsidiaries shall not be permitted to incur any such expense or liability or provide any such guarantee or other credit support without the approval of the rights and obligations Board of a holder of a WarrantDirectors).

Transfers. (a) If, at All transfers of Loaned Shares to Borrower hereunder shall be made by the time crediting by a Clearing Organization of such Loaned Shares to the Borrower's "securities account" (within the meaning of Section 8-501 of the surrender UCC) maintained with such Clearing Organization as Borrower shall inform Lender. All transfers of this Warrant Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender's Designated Account (whereupon, for the avoidance of doubt, such Loaned Shares credited to Lender's Designated Account shall become the property of Lender, and Borrower shall have no voting, dispositive control or pecuniary interest with respect thereto). All transfers of Loaned Shares to Lender's Nominee hereunder shall be made by the crediting of such Loaned Shares to such designated account as provided to the Borrower in connection writing by the Lender upon five Business Days written notice (whereupon, for the avoidance of doubt, such Loaned Shares credited to Lender's Nominee's designated account shall become the property of Lender's Nominee, and Borrower shall have no voting, dispositive control or pecuniary interest with any respect thereto). In every transfer of this Warrant"financial assets" (within the meaning of Section 8-102 of the UCC) hereunder, the transfer of this Warrant transferor shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer take all steps necessary (i) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement with respect to such financial assets in favor of the transferee under Section 8-501 of the UCC, (ii) to enable the transferee to obtain "control" (within the meaning of Section 8-106 of the UCC), and (iii) to provide the transferee with comparable rights under any applicable foreign law or regulation that is applicable to such transfer. (b) All transfers of cash hereunder to Borrower or Lender (or its Nominee) shall be by wire transfer in immediately available, freely transferable funds to the account specified by the relevant party. (c) A transfer of securities or cash may be effected under this Section 11 on any day except a day on which the transferee is closed for business at its address set forth in Section 15 or Section 2 or a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (d) The rights and duties of Borrower under this Agreement may not be assigned or transferred by Borrower without the prior written consent of Lender, such consent not to be unreasonably withheld; provided that Borrower may assign or transfer any of its rights or duties hereunder to Borrower's ultimate parent entity or any directly or indirectly wholly-owned subsidiary or affiliate of Borrower's ultimate parent entity (a "Permitted Transferee") without the prior written consent of Lender as long as (i) such Permitted Transferee is of equal or better credit rating as the borrower or is guaranteed by the Borrower or an entity of equal or better credit rating as the Borrower or (ii) provided that, upon such assignment or transfer, Borrower shall be deemed to have represented and agreed, that, to the extent any of Borrower's duties under this Agreement are not completed by such Permitted Transferee, Borrower shall be obligated to continue to perform or to cause any other of Permitted Transferee to perform in respect of such duties and, provided further, that Borrower may assign or transfer its rights and duties hereunder at any time on or prior to the date that the Holder Convertible Notes are issued, to any other financial institution that entered into a similar share lending agreement with the Lender and Ship Finance on or transferee about the date hereof, if Borrower has determined that as a result of any internal policies and procedures, completion of due diligence process or otherwise it is advisable for Borrower not to borrow shares of Common Stock under this WarrantAgreement at such time. (e) The rights and duties of Lender or Ship Finance under this Agreement may not be assigned or transferred by Lender or Ship Finance, as the case may be, furnish to without the Company a prior written opinion consent of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActBorrower. (bf) If this Warrant Any purported transfer that is transferable pursuant to subparagraph (anot in compliance with Section 11(d) above, the Company shall register the transfer of any portion or 11(e) of this Warrant in agreement, as the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if anycase may be, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights null and obligations of a holder of a Warrantvoid.

Transfers. (a) IfThis Warrant and any Warrant Units to be issued hereunder shall be freely transferrable, at subject to compliance with the time applicable provisions of the surrender of this Warrant in connection Securities Act and: (i) with respect to any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant Warrants to an effective registration statement under affiliate of the Securities Act and under applicable state securities or blue sky lawsOriginal Warrantholder, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities transferred in whole or blue sky laws, in part; and (ii) that with respect to any transfer of Warrants other than pursuant to Section 2(a)(i) above, may be transferred only in whole and not in part and only at the holder or transferee execute and deliver same time as all other then outstanding Series A Warrants are transferred to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actsame transferee. (b) If The Warrantholder shall provide notice of any proposed transfer pursuant to Section 2(a) of all or part of this Warrant is transferable pursuant and the Warrant Units to subparagraph the Partnership not less than two (a2) above, Business Days (as defined below) prior to such transfer. (c) If the Company shall register the Warrantholder proposes to transfer of any all or a portion of this Warrant in accordance with Section 2(a), the Warrantholder shall surrender this Warrant to the Partnership, accompanied by appropriate instructions regarding the timing of such proposed transfer, the number of Warrant Units to be transferred and the name of the transferee. Upon the consummation of the transfer of the Warrant RegisterUnits, upon surrender the Partnership shall cancel this Warrant and issue a new Series A Warrant (the “New Warrants”) to each of the Warrantholder and the transferee, as applicable. Each New Warrant shall include terms and conditions identical to those in this Warrant. Any transfer or other similar taxes in connection with such transfer of the Warrant shall be paid by the Warrantholder. If the transfer of the Warrant is not consummated, with the Form of Assignment attached hereto duly completed and signed, this Warrant shall be returned to the Transfer Agent or to Warrantholder and the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form terms and conditions of this Warrant (any shall remain in effect. Any such new warrant, a “New Warrant”), evidencing transfer shall be conditioned on the portion transferee acknowledging and agreeing to all of the terms and provisions of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantapplicable thereto.

Transfers. (a) IfBy accepting this Warrant, at Holder understands that this Warrant and any securities issuable upon exercise of this Warrant have not been registered for sale under Federal or state securities laws, including the time Securities Act, and are being offered and sold to Holder pursuant to one or more exemptions from the registration requirements of such securities laws. In the absence of an effective registration of such securities or an exemption therefrom, any certificates for such securities shall bear the legend set forth on the first page hereof. Holder understands that Holder must bear the economic risk of Holder’s investment in this Warrant and any securities obtainable upon exercise of this Warrant for an indefinite period of time, as this Warrant and such securities have not been registered under federal or state securities laws and therefore cannot be sold unless subsequently registered under such laws or unless an exemption from such registration is available. Subject to the transfer restrictions referred to in the legend described in Section 9, this Warrant and all rights under this Warrant are transferrable, in whole or in part, without charge to Holder, upon the surrender of this Warrant with a properly executed assignment (in connection with any transfer the form of this WarrantExhibit B) delivered to the Company; provided, the transfer however, that no Holder of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities may sell, transfer, negotiate or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder assign all or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant to any competitors of the Company (as determined in the Warrant RegisterCompany’s reasonable discretion). Upon such surrender, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration expense will execute and deliver to or transfer, upon the order of the applicable Holder a new warrant to purchase Common StockWarrant or Warrants of like tenor, in substantially the form name of this Warrant such Holder or as such Holder (upon payment by such Holder of any such new warrantapplicable transfer taxes) may direct, a “New Warrant”), evidencing calling in the portion of this Warrant so transferred shall be issued to aggregate on the transferee and a New Warrant evidencing face or faces therefor for the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance number of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all Shares of the rights and obligations Company as measured on the date of a holder exercise called for on the face or faces of a Warrantthe Warrant or Warrants so surrendered.

Transfers. (a) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Partnership of the Eligible Units that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates or Book-Entry Units shall cease to have any rights with respect to such Eligible Units except as otherwise provided herein or by applicable Law. If, at after the time of the surrender of this Warrant in connection with any transfer of this WarrantEffective Time, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish Certificates are presented to the Company a written opinion of counsel (which opinion Surviving Entity for any reason, they shall be cancelled and exchanged as provided in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actthis Agreement. (b) If this Warrant With respect to Certificates, in the event of a transfer of ownership of any Certificate that is transferable pursuant to subparagraph (a) abovenot registered in the transfer books of the Partnership as of the Effective Time, the Company shall register the transfer proper number of any portion shares of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Parent Common Stock, together with a check for any cash (after giving effect to any required Tax withholdings as provided in substantially Section 5.8) to be paid upon due surrender of the Certificate and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form of and substance, reasonably satisfactory to the Exchange Agent. Until surrendered as contemplated by this Warrant (any such new warrantSection 5.4, a “New Warrant”), evidencing the portion of this Warrant so transferred each Certificate shall be issued deemed at any time after the Effective Time to represent only the transferee and a New Warrant evidencing right to receive the remaining portion Merger Consideration, cash in lieu of this Warrant not so transferredfractional shares of Parent Common Stock, if any, and any unpaid dividends or other distributions, in each case, payable or issuable pursuant to this ARTICLE V. (c) With respect to Book-Entry Units, payment of the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, and any unpaid dividends or other distributions, in each case, payable or issuable pursuant to this ARTICLE V, shall only be issued made to the transferring Holder. The acceptance Person in whose name such Book-Entry Units are registered in the stock transfer books of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all Partnership as of the rights and obligations of a holder of a WarrantEffective Time.

Transfers. (a) IfWithout the prior written consent of Lender, at and except to the time extent otherwise set forth in this Section 5.2.10 and Section 2.5 hereof, Borrower shall not, and shall not permit any Person owning a direct or indirect interest in Borrower or Operating Lessee to do any of the surrender of this Warrant in connection with any transfer of this Warrantfollowing (collectively, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer “Transfer”): (i) that sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Holder Property or transferee of this Warrantany direct or indirect interest therein, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that permit a Sale or Pledge of a direct or indirect interest in Borrower or Operating Lessee, other than (A) the holder or transferee execute and deliver Operating Lease, (B) pursuant to Leases of space in the Company an investment letter addressing Improvements to tenants in accordance with the matters set forth on Schedule A attached heretoprovisions of Section 5.1.20, (C) the Room License Agreements, and (iiiD) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActPermitted Transfers. (b) If this Warrant is transferable pursuant Notwithstanding the foregoing, a sale or conveyance by Borrower of the Property subject to subparagraph the lien of the Mortgage (a) abovebut not any other mortgage, lien or other encumbrance (other than the Company shall register the transfer of any portion of this Warrant Permitted Encumbrances and Room License Agreements hereafter entered into in the Warrant Registerordinary course of operating the Property)) is permitted provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing and such sale or conveyance shall not result in an Event of Default; (ii) the Person to whom the Property is sold or conveyed (the “Transferee”) satisfies the requirements of a Special Purpose Entity and the organizational documents of the Transferee are reasonably acceptable to Lender and, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedafter a Securitization, to the Transfer Agent Rating Agencies; (iii) if such sale or conveyance occurs prior to a Securitization, Lender shall have consented to such sale or conveyance, which consent shall not be unreasonably withheld; (iv) Lender has received an Additional Insolvency Opinion which may be relied upon by Lender, the Rating Agencies and their respective successors and assigns, with respect to the Company at Transferee and its address specified herein. Upon any such registration or applicable affiliates, which Additional Insolvency Opinion shall be reasonably acceptable to Lender or, after a Securitization, the Rating Agencies; (v) the Transferee shall execute an assumption, effective as of the date of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights obligations of the Borrower thereafter arising or to be performed under this Agreement, the Mortgage and the other Loan Documents, subject, however, to the provisions of Section 9.3 hereof and upon such assumption, Borrower shall be released from all liabilities and obligations under the Loan Documents; (vi) following such sale or conveyance the property manager of the Property must be a Qualified Manager; and (vii) the Transferee pays to Lender a loan assumption fee of 1% of the then outstanding principal amount of the Loan; (viii) if, after giving effect to such Transfer, Sponsor does not own at least 51% of the equity interests in Borrower and control Borrower, the Rating Agencies have confirmed that such sale or conveyance, in and of itself, will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities; and (ix) Borrower pays Lender’s reasonable costs and expenses (including any fees due to the Rating Agencies) in connection with the sale or conveyance. (c) A Transfer (but not a pledge, hypothecation, creation of a holder security interest in or other encumbrance) of any direct or indirect interests in Borrower is permitted provided that the following conditions are satisfied: (i) if such sale or conveyance occurs prior to a WarrantSecuritization, Lender shall have consented to such sale or conveyance, which consent shall not be unreasonably withheld; provided however, Lender’s consent shall not be required if, after giving effect to the Transfer, Sponsor owns not less than 51% of the equity interests in Borrower and controls, directly or indirectly, Borrower; (ii) if as a result of any such Transfer or series of Transfers more than 49% of the direct or indirect ownership interests in Borrower shall be transferred to a Person individually or together with its Affiliates not owning at least 49% of the direct or indirect ownership interests in Borrower immediately prior to such Transfer (or as reflected in the most recent Additional Insolvency Opinion delivered to Lender), Borrower shall deliver to Lender an Additional Insolvency Opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the proposed transfer or sale, which Additional Insolvency Opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (iii) at the time of such Transfer no Event of Default has occurred and is continuing; (iv) following such Transfer the property manager of the Property must be a Qualified Manager; (v) if, after giving effect to such Transfer, Sponsor does not own at least 51% of the equity interests in Borrower and control Borrower, the Rating Agencies shall have confirmed that such Transfer, in and of itself, will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities (vi) Borrower shall pay, or cause to be paid, to Lender its reasonable out-of-pocket expenses (including any fees due to the Rating Agencies) in connection with such sale or conveyance; and (vii) in connection with any Transfer as a result of which Sponsor will not own at least 51% of the equity interests in Borrower and control, directly or indirectly, Borrower, Borrower shall give or cause to be given written notice to Lender of the proposed Transfer not later than fifteen (15) days prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred, identify the proposed transferee and set forth the date the Transfer is expected to be effective and (A) Lender shall have consented to such Transfer and (B) Borrower shall pay to Lender a loan assumption fee of 1% of the then outstanding principal amount of the Loan.

Transfers. (a) IfDelete paragraph (a), (b) and (c) of Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: (a) Subject to the other provisions of this Clause 28, any Lender (an “Existing Lender”) may, at the time of the surrender of this Warrant in connection with any transfer of this Warranttime, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder assign all or transferee any of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance its rights and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsbenefits, (ii) that the holder transfer (by way of novation) all or transferee execute any of its rights, benefits and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and obligations or (iii) that enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the transferee “New Lender”) provided that: (i) the prior written consent of UPC Broadband is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to UPC Broadband; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an “accredited investor” as defined in Rule 501(a)(1Event of Default which is continuing pursuant to any of Clauses 21.2 (Non-payment), 21.6 (a)(2Insolvency), 21.7 (a)(3Insolvency Proceedings), 21.9 (a)(7Creditors’ Process) or 21.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]1 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (a)(8in relation to an Additional Facility Commitment denominated in US Dollars) promulgated of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under the Securities Act an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a “qualified institutional buyer” minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as defined in Rule 144A(a) under the Securities Actthat Lender may agree with UPC Broadband). (b) If Notwithstanding any other provision of this Warrant Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of UPC Broadband, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is transferable a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of ▇▇▇▇▇’▇, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to subparagraph any of Clauses 21.2 (aNon-payment), 21.6 (Insolvency), 21.7 (Insolvency Proceedings), 21.9 (Creditors’ Process) aboveor 21.10 (Similar Proceedings).” (c) Amend Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Company Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of UPC Broadband (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 28.3 (Transfers by ▇▇▇▇▇▇▇), no assignment or transfer shall register be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer of any portion of or assignment becomes effective in accordance with this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed Agreement and signed, that it is bound by that decision to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to same extent as the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of Lender would have been had it remained a holder of a WarrantLender.” 1 Relating to qualifying lender representation in line with Liberty precedent

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the Any transfer of this Warrant or the Shares issuable upon exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) If there is then in effect a registration statement under the Securities Act covering such proposed disposition, such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a description of the manner and circumstances of the proposed disposition, and (B) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be registered taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. Notwithstanding anything to the contrary herein, if the Securities are sold, assigned, transferred or otherwise disposed of (i) pursuant to an effective registration statement under the Securities Act and under applicable state securities Act, or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in a public sale in accordance with Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) 144 under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register none of the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred restrictions herein shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantapply.

Transfers. (a) If, at the time of the surrender of The Holder acknowledges and agrees that this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall may not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities assigned or blue sky laws, the Company may require, as a condition of allowing such transfer transferred in whole or in part except (i) that to an Affiliate of the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder to any other Investor or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the its Affiliates. The Company shall register the any such assignment or transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned and (ii) if the registration statement is not effective, (x) if the assignment or transfer is to another Investor or an Affiliate of another Investor, delivery of an opinion of counsel reasonably satisfactory to the Company, to the Transfer Agent effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) if the assignment or transfer is to an Affiliate of such Holder, delivery by the transferee of a written statement to the Company certifying that the transferee is an Affiliate of the Holder and an “accredited investor” as defined in Rule 501(a) under the Securities Act and making the representations and certifications as set forth in Sections 3.2(b), (c) and (d) of the Purchase Agreement, in each case, to the Company at its address specified hereinin the Purchase Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of a holder the New Warrant that the Holder has in respect of a this Warrant.

Transfers. Each Supporting Noteholder agrees that, for the duration of the Restructuring Support Period, such Supporting Noteholder shall not sell, transfer, loan, issue, pledge, hypothecate, assign, grant, encumber, or otherwise dispose of (aincluding by participation), directly or indirectly, in whole or in part, any Claims now or hereafter beneficially owned by such Supporting Noteholder or for which it now or hereafter serves as the nominee, investment manager, or advisor for beneficial holders, as applicable, or any option thereon or any right or interest therein (including granting any proxies, depositing any such Claims into a voting trust, or entering into a voting agreement with respect to any such Claims) If(collectively, a “Transfer”), unless the transferee of such Claims (the “Transferee”) either (A) is a lender, a trustee, or an agent under such Supporting Noteholder’s credit arrangements in the case of Transfers consisting of pledges, hypothecations, and other encumbrances; (B) is a Supporting Noteholder; or (C) if such Transferee is not a Supporting Noteholder, prior to the effectiveness of such Transfer, such Transferee agrees in writing, for the benefit of the Parties, to become a Supporting Noteholder and to be bound by all of the terms of this Agreement applicable to a Supporting Noteholder (including with respect to any and all Claims the Transferee already may then or subsequently own or control) by executing a joinder agreement (a “Subsequent Supporting Noteholder”), substantially in the form attached hereto as Exhibit F (each, a “Joinder Agreement”), and by delivering an executed copy thereof to the Company (in accordance with the notice provisions set forth in Section 22 hereof and prior to the effectiveness of such Transfer), in which event (x) the Transferee shall be deemed to be a Supporting Noteholder hereunder with respect to all of its owned or controlled Claims and (y) from and after the delivery of such executed copy of such Joinder Agreement to the Company (in accordance with the notice provisions set forth in Section 22 hereof and prior to the effectiveness of such Transfer), the transferor Supporting Noteholder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement to the extent of the transferred Claims only; provided, that in no event shall any such Transfer relieve the Supporting Noteholder effecting such Transfer from liability for its breach or non-performance of its obligations hereunder prior to the date of delivery of such Joinder Agreement; and provided, further, that each Supporting Noteholder agrees that, if it has transferred some or all of the Claims, and such Claims may be voted, tendered, or consent solicited with respect to the Restructuring Transactions, and such Transferee is not authorized to vote any and all such Claims under Applicable Law, such Supporting Noteholder shall vote such Claims on behalf of such Transferee in a manner consistent with this Agreement and the obligations under Section 4(a) hereof. Each Supporting Noteholder agrees that any Transfer of any Claims that does not comply with the terms and procedures set forth in this Section 4 shall be deemed void ab initio, and the Company and each other Supporting Noteholder shall have the right to enforce the voiding of such Transfer and the terms hereof. The restrictions of this paragraph shall not apply to any Transfers from a Supporting Noteholder to a Person that controls, is controlled by, or is under common control with such Supporting Noteholder, whether such control is derived from equity ownership, contractual authority, or otherwise; provided, that such Person shall automatically be deemed to be subject to the provisions of this Agreement as a Supporting Noteholder and any Transfer of any Claims to any such Person that is not subject to the provisions of this Agreement shall be deemed void ab initio, and the Company and each other Supporting Noteholder shall have the right to enforce the voiding of such Transfer and the terms hereof. Notwithstanding the foregoing, if at the time of the surrender a proposed Transfer of this Warrant in connection any Claims to a Qualified Marketmaker (as defined below), such claims or interests (x) may be voted, tendered or consent solicited with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish respect to the Company a written opinion of counsel (which opinion shall be Restructuring Transactions, then the proposed Transferor must first vote, tender or consent such claims or interests in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7accordance with Section 4(a), or (a)(8y) promulgated under have not yet been and may yet be voted, tendered or consent solicited with respect to the Securities Act Restructuring Transactions and such Qualified Marketmaker does not Transfer such Claims to a Permitted Transferee or a “qualified institutional buyer” as defined in Rule 144A(aSubsequent Supporting Noteholder before the day that is three (3) under Business Days before the Securities Act. expiration of an applicable voting, tendering or consent deadline (b) If this Warrant is transferable pursuant to subparagraph (a) abovesuch date, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New WarrantQualified Marketmaker Joinder Date”), evidencing the portion of this Warrant so transferred such Qualified Marketmaker shall be issued required to (and the Transfer documentation to the transferee Qualified Marketmaker shall have provided that it shall), on the day that is one (1) Business Day immediately after the Qualified Marketmaker Joinder Date, become a Subsequent Supporting Noteholder with respect to such Claims in accordance with the terms hereof; provided, further, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a New Warrant evidencing Subsequent Supporting Noteholder with respect to such claim or interest at such time that the remaining portion of Transferee becomes a Permitted Transferee or Subsequent Supporting Noteholder in accordance with this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantAgreement.

Transfers. (a) IfNo holder of Subject Shares shall sell, at the time transfer, assign, pledge or otherwise dispose of the surrender (whether with or without consideration and whether voluntarily or involuntarily or by operation of this Warrant law or otherwise) any interest in such Subject Shares (a “Transfer”), except (i) in connection with a Change of Control that results in any transfer Person or group other than any member, or members, of this Warrant, the transfer Leucadia Group acquiring all of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act issued and under applicable state securities or blue sky laws, outstanding shares of capital stock of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsCompany, (ii) that to Permitted Transferees in compliance with the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoprovisions of Section 6(b), and (iii) that with the transferee be an “accredited investor” as defined in Rule 501(a)(1)prior written consent of the Company, (a)(2), (a)(3), (a)(7), iv) a Transfer of Subject Shares held by the Leucadia Group which does not result in the Subject Shares held by the Leucadia Group to be less than 45% of the Outstanding Voting Securities or (a)(8v) promulgated under any Transfer of Subject Shares through any transaction or series of transactions (including any dividend or distribution) which results in shareholders of Stockholder acquiring from Stockholder at least 90% of the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActSubject Shares. (b) If The restrictions contained in Section 6(a) shall not apply with respect to any Transfer of Subject Shares by any holder thereof to any member of the Leucadia Group (collectively referred to herein as “Permitted Transferees”); provided, that with respect to any such Transfer to a Permitted Transferee (i) such restrictions shall continue to be applicable to the Subject Shares after any such Transfer and, (ii) as a condition precedent to any such Transfer, the transferee(s) of such Subject Shares shall execute a counterpart signature page hereto, in a form reasonably acceptable to the Company, agreeing to be bound by and subject to the terms of this Warrant is transferable pursuant Agreement as a holder of Subject Shares hereunder. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to subparagraph one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. (ac) aboveNotwithstanding any provision to the contrary herein, the Company shall register the transfer not approve or consent to any Transfer of any portion Subject Shares by any holder thereof unless such Transfer shall thereafter be subject to the provisions of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, Section 6 to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantextent applicable.

Transfers. Notwithstanding anything to the contrary contained in the Agreement, DAI, and any Permitted DAI Transferee (ahereinafter defined) Ifpursuant to this Section 7, at may sell, assign or otherwise transfer all but not part of its Series C Preferred Units to a single Permitted DAI Transferee, without the time consent of the surrender of this Warrant in connection with any transfer of this WarrantManaging Member; provided, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky lawshowever, the Company may require, as a condition of allowing such transfer that (i) that the Holder no such sale, conveyance or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such other transfer may be made without registration under unless the Securities Act requirements of Section 8.3 of the Agreement (other than Section 8.3(b) thereof) and under applicable state securities the second and fourth sentences of Section 8.2 of the Agreement are satisfied with respect to such sale, conveyance or blue sky lawsother transfer, (ii) that such Series C Preferred Units are held by one person for purposes of Treasury Regulation § 1.7704-1(h)(1)(ii), taking into account the holder or “look-through” rules of Treas. Reg. § 1.7704-1(h)(3), (iii) the transferor and transferee execute provide the Company with representations and deliver covenants reasonably satisfactory to the Company an investment letter addressing to assure the matters set forth on Schedule A attached hereto, Company that the requirements described in (ii) above will be satisfied immediately after the transfer and at all times thereafter and (iiiiv) that the organizational documents of the proposed transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), prohibit the issuance or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion membership or other equity interests in such transferee if such transferee would thereafter be treated as owned by more than 14 persons under Treas. Reg. § 1.7704-1(h)(1), taking into account the look through rules of Treas. Reg. § 1.7704-1(h)(3). For this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantpurpose, a “New Warrant”Permitted DAI Transferee” shall mean a transferee pursuant to this Section 7 that is any Person or Entity that is an Affiliate of DAI or a transferee pursuant to this Section 7 that is any Person or Entity that is an Affiliate of a Permitted DAI Transferee who was the transferee of Series C Preferred Units pursuant to this Section 7 by virtue of having itself constituted an Affiliate of DAI. In addition, DAI and each Permitted DAI Transferee respectively covenants on behalf of themselves and their respective direct or indirect equity owners that no issuances of membership or equity interests or transfers of membership or equity interests in DAI or any DAI Permitted Transferee or any Person owning a direct or indirect equity interest in either shall be made or effective if the Series C Preferred Units held by DAI or the DAI Permitted Transferee would thereafter be treated as owned by more than 14 persons under Treas. Reg. § 1.7704-1(h)(1), evidencing taking into account the portion look through rules of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring HolderTreas. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantReg. § 1.7704-1(h)(3).

Transfers. (a) IfDelete paragraph (a), (b) and (c) of Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: (a) Subject to the other provisions of this Clause 28, any Lender (an “Existing Lender”) may, at the time of the surrender of this Warrant in connection with any transfer of this Warranttime, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder assign all or transferee any of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance its rights and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsbenefits, (ii) that the holder transfer (by way of novation) all or transferee execute any of its rights, benefits and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and obligations or (iii) that enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the transferee “New Lender”) provided that: (i) the prior written consent of UPC Broadband is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to UPC Broadband; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an “accredited investor” as defined in Rule 501(a)(1Event of Default which is continuing pursuant to any of Clauses 21.2 (Non-payment), 21.6 (a)(2Insolvency), 21.7 (a)(3Insolvency Proceedings), 21.9 (a)(7Creditors’ Process) or 21.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]3 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (a)(8in relation to an Additional Facility Commitment denominated in US Dollars) promulgated of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under the Securities Act an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a “qualified institutional buyer” minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as defined in Rule 144A(a) under the Securities Actthat Lender may agree with UPC Broadband). (b) If Notwithstanding any other provision of this Warrant Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of UPC Broadband, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is transferable a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of ▇▇▇▇▇’▇, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to subparagraph any of Clauses 21.2 (aNon-payment), 21.6 (Insolvency), 21.7 (Insolvency Proceedings), 21.9 (Creditors’ Process) aboveor 21.10 (Similar Proceedings).” (c) Amend Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Company Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of UPC Broadband (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 28.3 (Transfers by ▇▇▇▇▇▇▇), no assignment or transfer shall register be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer of any portion of or assignment becomes effective in accordance with this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed Agreement and signed, that it is bound by that decision to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to same extent as the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of Lender would have been had it remained a holder of a WarrantLender.” 3 Relating to qualifying lender representation in line with Liberty precedent

Transfers. (a) IfDelete paragraph (a), (b) and (c) of Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: (a) Subject to the other provisions of this Clause 28, any Lender (an “Existing Lender”) may, at the time of the surrender of this Warrant in connection with any transfer of this Warranttime, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder assign all or transferee any of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance its rights and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsbenefits, (ii) that the holder transfer (by way of novation) all or transferee execute any of its rights, benefits and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and obligations or (iii) that enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the transferee “New Lender”) provided that: (i) the prior written consent of UPC Broadband is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to UPC Broadband; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an “accredited investor” as defined in Rule 501(a)(1Event of Default which is continuing pursuant to any of Clauses 21.2 (Non-payment), 21.6 (a)(2Insolvency), 21.7 (a)(3Insolvency Proceedings), 21.9 (a)(7Creditors’ Process) or 21.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]19 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (a)(8in relation to an Additional Facility Commitment denominated in US Dollars) promulgated of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under the Securities Act an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a “qualified institutional buyer” minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as defined in Rule 144A(a) under the Securities Actthat Lender may agree with UPC Broadband). (b) If Notwithstanding any other provision of this Warrant Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of UPC Broadband, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is transferable a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of ▇▇▇▇▇’▇, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to subparagraph any of Clauses 21.2 (aNon-payment), 21.6 (Insolvency), 21.7 (Insolvency Proceedings), 21.9 (Creditors’ Process) aboveor 21.10 (Similar Proceedings).” (c) Amend Clause 28.3 (Transfers by ▇▇▇▇▇▇▇) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Company Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of UPC Broadband (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 28.3 (Transfers by ▇▇▇▇▇▇▇), no assignment or transfer shall register be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer of any portion of or assignment becomes effective in accordance with this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed Agreement and signed, that it is bound by that decision to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to same extent as the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of Lender would have been had it remained a holder of a WarrantLender.” 19 Relating to qualifying lender representation in line with Liberty precedent

Transfers. So long as the Legend (aas defined in Section 12(e) Ifhereof) has not been removed from a Note, at the time of Issuing and Paying Agent shall not register the surrender of this Warrant in connection with any resale or other transfer of this Warrantsuch Note unless such resale or other transfer is made in accordance with the Legend. In the case of a resale or other transfer of a Certificated Note, the Issuing and Paying Agent shall register the resale or other transfer of this Warrant shall not be registered pursuant a Certificated Note to an effective registration statement under the Securities Act and under applicable state securities Issuer or blue sky lawsthe Placement Agent or by, through or in a transaction approved by the Company may require, as a condition Placement Agent upon the written approval of allowing such resale or other transfer (i) that by the Holder Issuer or transferee of this Warrantthe Placement Agent, as the case may be. In the case of a resale or other transfer of a Certificated Note through the services of a broker, furnish to dealer or similar intermediary other than the Company a written opinion Placement Agent, the Registered Holder and the prospective transferee of counsel (which opinion such Certificated Note shall be in form, substance required to complete the reverse of such Certificated Note or a bond power and scope customary for opinions of counsel in comparable transactionsdeliver the Certificated Note (and any applicable bond power) to the effect that Issuing and Paying Agent to advise of the basis for such resale or other transfer may be made without being exempt from registration under the Securities Act Act. The Issuing and under applicable state securities Paying Agent shall keep a record of all letters, notices or blue sky lawswritten communications received pursuant to this Section 12(c). The Issuer has the right to inspect all such documents, (ii) that the holder notices, letters or transferee execute and deliver other written communications. Notwithstanding any provision to the Company an investment letter addressing contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the matters set forth on Schedule A attached heretoDepositary, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or transfers of a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common StockGlobal Note, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if anywhole or in part, shall be issued made only in accordance with this Section 12(c). Transfers of a Global Note shall be limited to the transferring Holder. The acceptance transfers of such Global Note in whole, but not in part, to nominees of the New Warrant Depositary or to a successor of the Depositary or such successor’s nominee. In the event that a Global Note is exchanged for Certificated Notes pursuant to this Section 12(c), such Global Notes and Certificated Notes may be exchanged or transferred for one another only in accordance with such procedures as may be from time to time adopted by the transferee thereof shall be deemed Issuer and the acceptance by such transferee of all of the rights Issuing and obligations of a holder of a WarrantPaying Agent.

Transfers. 14.1 The Seller agrees not to directly or indirectly Transfer or enter into any agreement to directly or indirectly Transfer the Properties, the Mining Rights or any portion thereof or any right therein, except expressly subject to the satisfaction of all conditions set forth in this Section 14. Any Transfer or purported Transfer that does not comply with this Section 14 shall be void ab initio. The Seller shall be permitted to Transfer, directly or indirectly, in whole or in part: (i) the Properties, including the Mining Rights or any portion thereof or any right therein; or (ii) its rights and obligations under this Agreement, in each case only so long as the following conditions precedent set forth below are satisfied. If such conditions are satisfied in respect of a Transfer that constitutes a Transfer to a bona fide third party purchaser of the applicable part or parts of the Mining Rights (and not to a mortgagee, chargeholder, encumbrancer or surviving company after completion of a merger, arrangement, consolidation or spin-out transaction), the Seller shall be released from its obligations under this Agreement upon the completion of such Transfer. The conditions precedent are as follows: (a) Ifthe Seller shall provide the Buyer with at least 30 days prior written notice of its intent to Transfer; (b) any purchaser, at the time of the surrender of this Warrant in connection with any transfer of this Warrantmerged company, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities transferee, successor or blue sky laws, the Company may requireassignee shall, as a condition precedent to the Transfer, agree in writing in favour of allowing the Buyer (in form and content satisfactory to the Buyer in its sole discretion) to abide by and be bound by this Agreement and all terms, obligations and covenants contained herein; (c) any purchaser, merged company, transferee, successor or assignee shall, in the reasonable judgment of the Buyer, have the financial capability and commitment to advance or continue the operation and development of the Properties and shall otherwise be capable of performing the obligations of the Seller under this Agreement; (d) the Buyer, in its judgment in its sole discretion, shall not, as a result of such transfer Transfer, suffer or be reasonably likely to suffer a material adverse effect in relation to the transactions set forth in this Agreement; and (ie) any transferee that is a mortgagee, chargeholder or encumbrancer agrees to obtain an agreement in writing in favour of the Holder Buyer from any subsequent purchaser or transferee of this Warrantsuch mortgagee, chargeholder or encumbrancer that such subsequent mortgagee, chargeholder or encumbrancer will be bound by the terms of the Agreement, as the case may be, furnish applicable and to the Company extent possible. 14.2 The Seller may relinquish, surrender, abandon or terminate all or any part of the Mining Rights if the Seller reasonably determines that the cost of maintaining such relinquished, surrendered, abandoned or terminated Mining Rights is not justified. If the Seller acquires, reacquires, restakes or relocates any Mining Rights that cover or relate to or are contiguous with or appurtenant to any portion of the Properties that was released, surrendered, abandoned, terminated, lapsed or relinquished, this Agreement shall apply fully to such acquired, reacquired, restaked or relocated portion. 14.3 The Seller may enter into a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) joint venture with another Person or Persons with respect to the effect that such transfer may be made without registration under Properties provided that: (a) the Securities Act and under applicable state securities or blue sky laws, (ii) that Seller shall provide the holder or transferee execute and deliver Buyer with at least 30 days prior written notice of its intent to enter into a joint venture in respect of the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.Properties; (b) If this Warrant the Seller retains at least a 50% undivided interest in the Properties; (c) the Seller is transferable at all times the operator of the Properties; (d) each joint venture counterparty agrees to sell any and all Refined Gold and Refined Silver attributable to it to the Buyer pursuant to subparagraph (a) above, the Company shall register the transfer of any portion terms of this Warrant Agreement; and (e) each joint venture participant agrees in a document, or documents, acceptable to the Warrant RegisterBuyer, upon surrender of this Warrantacting reasonably, with the Form of Assignment attached hereto duly completed Seller, the Buyer and signed, any other joint venture participant to assume on a joint and several basis with the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of Seller all of the rights obligations and obligations duties under this Agreement. 14.4 Prior to the Threshold Date, without the Buyer’s prior written consent, the Seller shall not enter into any alternative debt financing arrangement (an “Alternative Debt Financing”) whereby the Seller agrees to deliver to the provider of a holder such financing any Refined Gold, Refined Silver, Unrefined Gold or Unrefined Silver, or assign or otherwise convey any right to receive the proceeds or income therefrom. After the Threshold Date, in the event the Seller enters into an Alternative Debt Financing arrangement, the Buyer agrees to reasonably negotiate the amendment of a Warrantthis Agreement in order to accommodate (and not contradict) the terms and conditions of such Alternative Debt Financing.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed, provided that any successor transferee prior to the Initial Public Offering makes the representations set forth in connection Section 10 and agrees, by acceptance of such transfer, to be bound by the covenants, terms and conditions of this Warrant. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company's books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this WarrantAgreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer of this Warrant shall not be registered pursuant to an effective registration statement under taxes and other governmental charges imposed on such transfer. Until the Securities Act and under applicable state securities or blue sky lawsCompany receives such Transfer Notice, the Company may require, as a condition of allowing such transfer (i) that treat the Holder or transferee of this Warrant, registered owner hereof as the case may beowner for all purposes. Notwithstanding the foregoing, furnish to the Company a written opinion so long as no Event of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration Default hereunder or under the Securities Act Loan Agreement has occurred and under applicable state securities or blue sky lawsis continuing, (ii) that prior to an Initial Public Offering the holder hereof may not transfer this Agreement or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoany rights hereunder, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), whole or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedpart, to any person, trust or entity reasonably determined in good faith by the Transfer Agent or Company's Board of Directors to the Company at its address specified herein. Upon any such registration or transfer, be a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance competitor of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCompany.

Transfers. (a) IfEach Supporting Noteholder agrees that, at for the time duration of the surrender Support Period, such Supporting Noteholder shall not sell, transfer, loan, issue, pledge, hypothecate, assign, grant, encumber, or otherwise dispose of (including by participation), directly or indirectly, in whole or in part, including to an Affiliate, any Claims now or hereafter beneficially owned by such Supporting Noteholder or for which it now or hereafter serves as the nominee, investment manager, or advisor for beneficial holders, as applicable, or any option thereon or any right or interest therein (including granting any proxies, depositing any such Claims into a voting trust, or entering into a voting agreement with respect to any such Claims) (collectively, a “Transfer”), unless the transferee of such Claims (the “Transferee”) either (A) in the case of Transfers consisting of pledges or hypothecations, is a lender, a trustee, or an agent under such Supporting Noteholder’s credit arrangements and such pledge or hypothecation does not include voting rights and will not otherwise interfere with such Supporting Noteholder’s performance of its obligations hereunder; (B) is a Supporting Noteholder; or (C) if such Transferee is not a Supporting Noteholder, prior to the effectiveness of such Transfer, such Transferee agrees in writing, for the benefit of the Parties, to become a Supporting Noteholder and to be bound by all of the terms of this Warrant Agreement applicable to a Supporting Noteholder (including with respect to any and all Claims the Transferee already may then or subsequently own or control) by executing a joinder agreement, substantially in connection with any transfer of this Warrantthe form attached hereto as Exhibit C (each, the transfer of this Warrant shall not be registered pursuant to a “Joinder Agreement”), and by delivering an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish executed copy thereof to the Company a written opinion (in accordance with the notice provisions set forth in Section 21 hereof and prior to the effectiveness of counsel such Transfer), in which event (which opinion x) the Transferee shall be in form, substance deemed to be a Supporting Noteholder hereunder with respect to all of its owned or controlled Claims and scope customary for opinions (y) from and after the delivery of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver executed copy of such Joinder Agreement to the Company an investment letter addressing (in accordance with the matters notice provisions set forth on Schedule A attached hereto, in Section 21 hereof and (iii) that prior to the transferee be an “accredited investor” as defined in Rule 501(a)(1effectiveness of such Transfer), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof transferor Supporting Noteholder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement to the acceptance by extent of the transferred Claims; provided, that in no event shall any such transferee Transfer relieve a Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of delivery of such Joinder Agreement; and provided, further, that each Supporting Noteholder agrees that, if it has transferred some or all of the rights Claims and such Transferee is not authorized to vote any and all such Claims under Applicable Law, such Transferor shall vote such Claims on behalf of such Transferee in a manner consistent with this Agreement and the obligations under Section 4(a) hereof. Each Supporting Noteholder agrees that any Transfer of a holder any Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Company and each other Supporting Noteholder shall have the right to enforce the voiding of a Warrantsuch Transfer and the terms hereof.

Transfers. Subject to compliance with applicable federal and state securities laws and subsection 11(c) below: (a) IfThis Warrant and all rights hereunder are transferable, at in whole or in part, without charge to the time of the holder hereof (except for transfer taxes) upon surrender of this Warrant properly endorsed. (b) Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that the holder hereof, when this Warrant shall have been properly endorsed and its transfer recorded on the Company’s books, shall be 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 by this Warrant. The transfer of this Warrant shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. (c) Neither this Warrant nor the shares of capital stock issuable upon exercise of this Warrant (or upon conversion of the shares of Preferred Stock issuable upon exercise of this Warrant) shall be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. The Company shall not require a legal opinion in connection with any transfer by Warrantholder of this WarrantWarrant to an affiliate of Warrantholder, provided that such transferee is an “accredited investor” within the transfer meaning of Rule 501 of Regulation D, as in effect under the Act. Notwithstanding any of the foregoing, this Warrant nor the shares of Preferred Stock issuable hereunder may be transferred to a competitor of the Company (as determined in good faith by the Company’s Board of Directors) prior to a Qualified Public Offering (as defined in the Investor Rights Agreement). Each certificate representing shares of capital stock issuable upon exercise of this Warrant shall bear a legend substantially in the following form: “The securities represented by this certificate have not be been registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may requireof 1933, as a condition amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or, subject to Section 11 of allowing such transfer that certain Warrant Agreement dated December 22, 2011 (i) that the Holder or transferee “Warrant”), an opinion of this Warrant, as the case may be, furnish counsel satisfactory to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) is obtained to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actis not required. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfNotwithstanding anything to the contrary set forth in this Agreement, at and in addition to any limitations on transfer set forth in the time Stockholder Agreement, prior to an IPO, no Transfer of Securities to a Permitted Transferee shall become effective and the Company shall not recognize any such Transfer until the Permitted Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement a joinder agreement in the form attached hereto as Exhibit A (the “Joinder Obligation”). Upon such Transfer and satisfaction of the surrender Joinder Obligation, the Permitted Transferee and the Securities Transferred shall be bound by, and entitled to the benefits of, this Agreement. Any Transfer of Securities in violation of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (iSection 3(a) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actvoid ab initio. (b) If this Warrant is transferable For the avoidance of doubt, (i) with respect to Securities held by a Permitted Transferree that has complied with the Joinder Obligation, the Company, Apollo and General Atlantic shall be entitled to their Call Option pursuant to subparagraph Section 1(a) upon termination of Stockholder’s employment under the Employment Agreement, and (aii) abovewith respect to a Permitted Transferee required to Transfer Subject Shares pursuant to the Call Option, the Company (x) such Permitted Transferee shall register the transfer of any be entitled to a portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with Call Price equal the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance proportion of the New Warrant Subject Shares transferred by the transferee thereof Permitted Transferee, and (y) such Permitted Transferee shall be deemed not have the acceptance by such transferee of all right to deliver a Dispute Notice or otherwise participate in negotiations regarding valuation of the rights and obligations of a holder of a WarrantSubject Shares (it being understood that Stockholder will continue to have such rights).

Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) Ifthe Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, reissued or re-registered share certificate, in the case of certificated stock, or entry in the stock record books of the Corporation, in the case of uncertificated stock, and the notification identifies the claimant, the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or her or, if there be no such address, at his or her residence or regular place of business that the time security has been presented for registration of the surrender of this Warrant in connection with any transfer of this Warrantby a named person, and that the transfer of this Warrant shall not will be registered pursuant to an effective registration statement under unless within thirty days from the Securities Act and under applicable state securities or blue sky lawsdate of mailing the notification, the Company may require, as a condition of allowing such transfer either (i) that the Holder an appropriate restraining order, injunction or transferee other process issues from a court of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities competent jurisdiction; or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoindemnity bond, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant sufficient in the Warrant RegisterCorporation’s judgment to protect the Corporation and any transfer agent, upon surrender registrar or other agent of this Warrant, the Corporation involved from any loss which it or they may suffer by complying with the Form of Assignment attached hereto duly completed and signedadverse claim, to is filed with the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCorporation.

Transfers. No Shareholder shall directly or indirectly sell, assign, transfer or otherwise dispose of, or pledge, mortgage, hypothecate, give, create a security interest in or lien on, place in trust (avoting or otherwise), transfer by operation of law or in any way subject to any claims, options, charges, whether or not voluntarily, any Shares (or any beneficial interest in such Shares) Ifto or with any other person or entity (including, at without limitation, by operation of law) (collectively, a "Transfer") without complying with this Article II; provided that the time of the surrender restrictions of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant Article II shall not apply to any "Permitted Transfer" which shall be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities defined as any sale, assignment or blue sky laws, the Company may require, as a condition of allowing such transfer (i) by a Shareholder to any wholly-owned subsidiary of that Shareholder (provided the Holder selling, assigning or transferee transferring Shareholder agrees in writing to remain bound by the terms of this Warrant, as Agreement and such wholly-owned subsidiary agrees in writing to be bound by the case may be, furnish to the Company a written opinion terms of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsthis Agreement), (ii) that to an Affiliate of CIASA (provided CIASA agrees in writing to remain bound by the holder or transferee execute terms of this Agreement and deliver such Affiliate agrees in writing to be bound by the Company an investment letter addressing the matters set forth on Schedule A attached heretoterms of this Agreement), and (iii) to the shareholders of CIASA as of the date hereof or any Affiliate or Family Member thereof (provided that CIASA agrees in writing to remain bound by the terms of this Agreement and such transferee agrees in writing to be an “accredited investor” bound by the terms of this Agreement) or (iv) by Continental to a person owning a majority of the voting power of Continental's capital stock (a "Controlling Continental Shareholder") (provided Continental agrees in writing to remain bound by the terms of this Agreement and such person agrees in writing to be bound by the terms of this Agreement). Each person or entity referred to in sections (i) through (iv) of this Section 2.1 shall be a "Permitted Transferee"; provided that, for the avoidance of doubt, any trust subject to the U.S. Employee Retirement Income Security Act of 1974, as defined in Rule 501(a)(1amended ("ERISA"), (a)(2)and established to fund retirement or pension benefits for employees of corporations, (a)(3), (a)(7)trades, or (a)(8) promulgated business that are under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable common control with Continental pursuant to subparagraph (asections 414(b) aboveand 414(c) of the Internal Revenue Code of 1986, as amended and/or the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, ERISA benefit plan associated with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant trust (any such new warranttrust or plan, a “New Warrant”)"Continental Plan") shall not be considered a Permitted Transferee, evidencing the portion and a Transfer to such Continental Plan shall not be considered a Permitted Transfer. For purposes of this Warrant so transferred shall be issued to Agreement, an "Affiliate" of a person means an entity controlled by such person where control means ownership of a majority of both the transferee economic interest in and a New Warrant evidencing the remaining portion voting power for such entity. For purposes of this Warrant not so transferredAgreement, if anya "Family Member" of a person is the spouse of such person or a parent, shall be issued to sibling or descendent of such person (or a spouse thereof) or a trust established for the transferring Holder. The acceptance benefit of any of the New Warrant by foregoing. Any Shareholder making a Permitted Transfer must notify the transferee thereof shall be deemed the acceptance by other Shareholder in writing prior to completing such transferee of all of the rights and obligations of a holder of a WarrantPermitted Transfer.

Transfers. (a) If, at A Member other than the time Initial Member may not Transfer any part of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer its Membership Interest without (i) that the Holder or transferee prior written consent of this Warrantthe Initial Member, as such consent not to be unreasonably withheld, and (ii) the case may be, furnish to determination of the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect Initial Member that such transfer may will not cause the Company to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest shall be made without registration under the Securities Act by or to a Benefit Plan Investor, no purchase or transfer of a Membership Interest by or to a Benefit Plan Investor will be effective, and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to neither the Company nor the Initial Member will recognize any such purchase or transfer. In addition, no purchase or transfer will be effective if it would cause the Company to (x) be classified as an investment letter addressing association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes or (y) be required to withhold on the matters set forth on Schedule A attached heretotransferee’s distributions or distributive shares of income under Sections 871, 881 or 1446 of the Code, and (iii) that neither the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), Manager nor the Company will recognize any purchase or (a)(8) promulgated under the Securities Act transfer giving rise to such classification or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actwithholding. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company The Initial Member shall register the transfer admit a transferee of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or a Member’s Membership Interest to the Company at its address specified herein. Upon any only if such registration or transfer, a new warrant transferee (i) has agreed in writing to purchase Common Stock, in substantially be bound by the form terms of this Warrant Agreement by becoming a party hereto and (any ii) has delivered such new warrantadditional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferee of a “New Warrant”)Membership Interest as the absolute owner thereof in all respects, evidencing and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the portion consummation of a Transfer that conforms to the requirements of this Warrant so transferred Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be issued to the transferee and a New Warrant evidencing close of business on the remaining portion day of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant receipt thereof by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCompany.

Transfers. Beginning on the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, shall cause its controlled Affiliates not to, and shall direct its other Affiliates and its and its Affiliates’ Representatives not to, directly or indirectly, (a) Iftender any Voting Shares into any tender or exchange offer (other than the Offer), at (b) offer, sell, transfer, assign, exchange, pledge, hypothecate, hedge, gift, loan, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any Contract, option, agreement, understanding or other arrangement with respect to the time Transfer of, any Voting Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (c) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting or other agreement with respect to any Voting Shares that is inconsistent with this Agreement, (d) take an action that would reasonably be expected to prevent or materially impair or materially delay the consummation of the surrender transactions contemplated by this Agreement or the Merger Agreement or (e) commit or agree to take any of the foregoing actions. Any Transfer in violation of this Warrant Section 5.1 shall be void ab initio. Notwithstanding anything to the contrary in connection with any transfer this Agreement, but subject to the final sentence of this WarrantSection 5.1, any Stockholder may transfer any or all of the transfer of this Warrant shall not be registered pursuant Voting Shares, in accordance with applicable law, (x) to an effective registration statement under the Securities Act Stockholder’s Affiliates (provided, that, prior to and under applicable state securities or blue sky laws, the Company may require, as a condition to the effectiveness of allowing such transfer (i) that the Holder Transfer, each Person to whom any of such Voting Shares or transferee any interest in any of such Voting Shares is or may be transferred shall have executed and delivered to Parent a counterpart of this Warrant, as the case may be, furnish Agreement in a form reasonably acceptable to the Company a written opinion of counsel (Parent pursuant to which opinion such Affiliate shall be in form, substance bound by all of the terms and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute provisions hereof and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined irrevocable proxy in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Section 2.2 in which case such Affiliate shall be deemed a Stockholder hereunder, the “Joinder”) or (y) pursuant to, and in compliance with, either (I) a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act and is in existence as of the date hereof or (II) any such new warrantwritten plan that meets the requirements of Rule 10b5-1 under the Exchange Act entered into after the date hereof that is approved in writing in advance of being entered into by Parent (each of (I) and (II), a “New Warrant10b5-1 Plan”). From the date hereof until the Exchange Time, evidencing the portion Stockholder shall retain a sufficient number of Rollover Shares to effect the Exchange in accordance with Section 3.1. Notwithstanding anything to the contrary in this Warrant so transferred Agreement, except pursuant to a 10b5-1 Plan, no Transfer shall be issued permitted if it results in the conversion of shares of Class B Common Stock to shares of Class A Common Stock under the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCharter.

Transfers. Beginning on the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, shall cause its controlled Affiliates not to, and shall direct its other Affiliates and its and its Affiliates’ Representatives not to, directly or indirectly, (a) Iftender any Covered Shares into any tender or exchange offer, at (b) offer, sell, transfer, assign, exchange, pledge, hypothecate, hedge, gift, loan, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any Contract, option, agreement, understanding or other arrangement with respect to the time Transfer of, any Covered Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (c) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting or other agreement with respect to any Covered Shares that is inconsistent with this Agreement, (d) take an action that would reasonably be expected to prevent or materially impair or materially delay the consummation of the surrender transactions contemplated by this Agreement or the Merger Agreement or (e) commit or agree to take any of the foregoing actions. Any Transfer in violation of this Warrant Section 4.1 shall be void ab initio. Notwithstanding anything to the contrary in connection with any transfer this Agreement, but subject to the final sentence of this WarrantSection 4.1, any Stockholder may transfer any or all of the transfer of this Warrant shall not be registered pursuant Covered Shares, in accordance with applicable law, (x) to an effective registration statement under the Securities Act Stockholder’s Affiliates (provided, that, prior to and under applicable state securities or blue sky laws, the Company may require, as a condition to the effectiveness of allowing such transfer (i) that the Holder Transfer, each Person to whom any of such Covered Shares or transferee any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Parent a counterpart of this Warrant, as the case may be, furnish Agreement in a form reasonably acceptable to the Company a written opinion of counsel (Parent pursuant to which opinion such Affiliate shall be in form, substance bound by all of the terms and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute provisions hereof and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined irrevocable proxy in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any Section 1.2 in which case such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof Affiliate shall be deemed a Stockholder hereunder, the acceptance by such transferee “Joinder”). From the date hereof until the Exchange Time, the Stockholder shall retain a sufficient number of all Rollover Shares to effect the Exchange in accordance with Section 2.1. Notwithstanding anything to the contrary in this Agreement, no Transfer shall be permitted if it results in the conversion of shares of Class B Common Stock to shares of Class A Common Stock under the rights and obligations of a holder of a WarrantCharter.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed; provided, that any successor transferee shall make the representations set forth in Section 10 and agrees, by acceptance of such transfer, to be bound by the covenants, terms and conditions of this Warrant; provided, further, that the Company shall not require delivery of a legal opinion in connection with any transfer of this Warrant, the assignment or transfer of this Warrant shall not be registered pursuant or any shares of Preferred Stock issued on exercise hereof to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws“affiliate” (as defined in Regulation D) of Warrantholder, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect provided that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or affiliate transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be is an “accredited investor” (as defined in Rule 501(a)(1Regulation D). Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under at its principal offices and the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under payment to the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) aboveCompany of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company shall register may treat the registered owner hereof as the owner for all purposes. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the holder hereof may not transfer of this Agreement or any portion of this Warrant rights hereunder, in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedwhole or in part, to any person, trust or entity reasonably determined in good faith by the Transfer Agent or Company’s Board of Directors to the Company at its address specified herein. Upon any such registration or transfer, be a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance direct competitor of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCompany.

Transfers. 9.1 No Consenting Creditor may assign, novate, sub-participate, encumber, grant a trust over, dispose of all or any of its legal or beneficial interests, rights, benefits or other obligations under or in respect of this Agreement or any of the Supporting Claims held by it or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) other than in accordance with Clause 9.2 below. 9.2 During the Restructuring Period, a Transfer will only be effective if: (a) If, at the time Transfer is made in accordance with the terms of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.relevant Existing Senior Debt Document; and (b) If subject to Clause 9.6, the relevant transferee is either a Consenting Creditor or has first agreed to be bound by the terms of this Warrant Agreement as a Consenting Creditor by acceding to this Agreement in accordance with Clause 8.3 above. 9.3 An Accession Deed will take effect on and from the date on which it is transferable pursuant delivered to subparagraph the Company, in the manner contemplated in the Accession Deed and Clause 9.2 above, and with effect from that date: (a) aboveany Party transferring the Supporting Claims shall be discharged from all its obligations towards the other Parties under this Agreement in respect of those Supporting Claims and their respective rights against one another in respect of those Supporting Claims shall be cancelled (except in each case for those rights which arose prior to that date); and (b) the transferee, if it is not already a Consenting Creditor, shall become a Party to this Agreement as an Additional Consenting Creditor and shall assume the Company same obligations and become entitled to the same rights and shall register be entitled to enforce the transfer of any portion terms of this Warrant Agreement in relation to those Supporting Claims, as if it had been an original party to this Agreement in the Warrant Register, upon surrender capacity of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant an Additional Consenting Creditor but not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantas an Initial Consenting Creditor.

Transfers. (a) If, at All transfers of Loaned Shares to Borrower hereunder shall be made by the time crediting by a Clearing Organization of such Loaned Shares to Borrower’s “securities account” (within the meaning of Section 8-501 of the surrender UCC) designated in the relevant Borrowing Notice maintained with such Clearing Organization. All transfers of this Warrant in connection with any Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender’s Designated Account. In every transfer of this Warrant“financial assets” (within the meaning of Section 8-102 of the UCC) hereunder, the transfer of this Warrant transferor shall not be registered pursuant take all steps necessary (a) to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as effect a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish delivery to the Company transferee under Section 8-301 of the UCC, or to cause the creation of a written opinion security entitlement in favor of counsel the transferee under Section 8-501 of the UCC, (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactionsb) to enable the effect that such transfer may be made without registration under transferee to obtain “control” (within the Securities Act and under applicable state securities or blue sky laws, (ii) that meaning of Section 8-106 of the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoUCC), and (iiic) that to provide the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), with comparable rights under any applicable foreign law or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actregulation that is applicable to such transfer. (b) If this Warrant is All transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable pursuant to subparagraph funds. (ac) above, the Company shall register the A transfer of securities or cash may be effected under this Section 11 on any portion of this Warrant in day except (i) a day on which the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company transferee is closed for business at its address specified herein. Upon any set forth in Section 16 or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such registration Clearing Organization or wire transfer system are required to effect such transfer, in which case under clause (i) or (ii), such transfer shall be made on the immediately following day on which such exceptions are not in effect. (d) To the extent permitted by law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party; provided that Borrower may, without the consent of Lender, transfer or assign all or any part of its rights or obligations under this Agreement to any of Borrower’s affiliates (i)(x) if such a new warrant transfer is required by or under any law, rule, regulation or regulatory order or (y) if, absent such transfer, Borrower or any of its affiliates would incur a materially increased cost or other materially increased expense (compared to purchase Common Stocksuch cost or expense as of the date hereof) or would experience any other material adverse effect, in substantially either the form case of this Warrant (any such new warrant, a “New Warrant”x) or (y), evidencing upon the portion advice to Borrower of counsel) and (ii) so long as, in the event Borrower is able to transfer to more than one affiliate in compliance with all applicable laws, rules, regulations and regulatory orders and in a manner that would not result in Borrower or any of its affiliates incurring a materially increased cost or other materially increased expense (compared to such cost or expense as of the date hereof) nor experiencing any other material adverse effect, such transfer is to the affiliate of Borrower that results in the least adverse effect to Lender (determined by Borrower in good faith and in a commercially reasonable manner after consultation with Lender). Subject to the foregoing, this Warrant so transferred Agreement shall be issued binding upon and shall inure to the transferee benefit of Borrower, Lender and a New Warrant evidencing the remaining portion of their respective successors and permitted assigns. Any purported transfer that is not in compliance with this Warrant not so transferred, if any, Section 11(d) shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights null and obligations of a holder of a Warrant.void

Transfers. (a) IfThe Investor understands that the Class A Common Units have not been registered under the 1933 Act on the basis that the sale provided for in this Agreement and the issuance of securities hereunder are exempt from registration (b) The Investor represents that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Company. The Investor further represents that it is familiar with the business and financial condition, at the time properties, operations and prospects of the surrender Company and that it has had access, during the course of this Warrant the transactions contemplated hereby and prior to its purchase of Class A Common Units, to the same kind of information that is specified in connection with any transfer Part I of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective a registration statement under the Securities Act Act, and under applicable state securities or blue sky lawsthat it has had the opportunity to ask questions of, and receive answers from, the Company may requireconcerning the terms and conditions of the investment and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Investor or to which the Investor has had access. The Investor has made, either alone or together with its advisors, such independent investigation of the Company the Investor deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. The Investor understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as a condition of allowing such transfer (i) that to the Holder or transferee fairness of this Warrantinvestment. (c) The Investor represents that it will not sell, as transfer or otherwise dispose of the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made Class A Common Units without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) or an exemption therefrom. The Investor understands that, in the absence of an effective registration statement covering the Class A Common Units or an available exemption from registration under the Securities Act and applicable state securities laws, the Class A Common Units must be held indefinitely. In particular, the Investor acknowledges that it is aware that the holder or transferee execute and deliver Class A Common Units may not be sold pursuant to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) 144 promulgated under the Securities Act unless all of the conditions of such rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company. The Investor represents that, in the absence of an effective registration statement covering the Class A Common Units or a “qualified institutional buyer” as defined in Rule 144A(a) an exemption from registration under the Securities Act, it will sell, transfer or otherwise dispose of the Class A Common Units only in a manner consistent with its representations set forth herein and then only in accordance with the LLC Agreement (as defined in Section 6.1). (be) If this Warrant The Investor understands that the purchase of the Class A Common Units involves a high degree of risk, that there is transferable pursuant to subparagraph (a) above, no established market for the Company shall register Class A Common Units and that it is not likely that any public market for the transfer of any portion of this Warrant Class A Common Units will develop in the Warrant Register, upon surrender of this Warrant, near future. (f) The Investor represents that neither it nor anyone acting on its behalf has paid any commission or other remuneration to any person in connection with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantClass A Common Units.

Transfers. Except as provided below, this Warrant (aand the right to purchase Shares represented hereby) Ifis not detachable from the Stapled Preferred Shares and may only be transferred together with the Stapled Preferred Shares, at and the time Stapled Preferred Shares may only be transferred together with this Warrant, as more particularly described herein. Accordingly, subject in all events to compliance with any and all provisions applicable to the transfer of the surrender of Stapled Preferred Shares and this Warrant under applicable federal and state securities laws or as set forth in connection the applicable Purchase Agreement, the charter or by-laws of the Company, or any other contract or agreement between the Company and the Holder, in each case, as in effect from time to time (subject to any and all waivers thereof or exemptions thereunder granted to date or hereafter granted by the Company in writing), this Warrant may only be transferred, and shall be transferred, in conjunction and proportionally with any transfer of Stapled Preferred Shares to the transferee or transferees thereof. Following the redemption of all Stapled Preferred Shares, subject to compliance with the provisions on transfer (other than non-detachability) recited above, this Warrant may be transferred, in whole or in part, to a Permitted Transferee, provided that, following any such transfer, this Warrant together with all other Series Warrants, if any, are held by a single Person or by an Affiliated Group. For avoidance of doubt, prior to the redemption of all Stapled Preferred Shares, the preceding sentence (including, without limitation, any consent or other requirements contained within the definition of “Qualified Institutional Investor” set forth herein) shall not apply to any transfer of this Warrant. Subject to the foregoing, this Warrant is transferable on the books of the Company at its principal office by the Holder upon surrender of this Warrant properly endorsed. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to the Holder a new Warrant with respect to the portion of the Warrant not so transferred. Any purported transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee in violation of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion Section 7 shall be in form, substance null and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actvoid ab initio. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. Tenant shall not, by operation of law or otherwise, (a) Ifassign, at transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the time Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the surrender Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of this Warrant in connection with any transfer the Premises (collectively, a “Transfer”), without the prior written consent of this WarrantLandlord, the transfer of this Warrant which shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities unreasonably withheld, conditioned or blue sky lawsdelayed. This prohibition against a Transfer includes, the Company may requirewithout limitation, as a condition of allowing such transfer (i) that any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings; (iii) the Holder sale, assignment or transferee transfer of all or substantially all of the assets of Tenant, with or without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. Landlord shall have the right to make such investigations as it deems reasonable and necessary in determining the acceptability of the proposed assignee or subtenant. Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall Landlord be obligated to consent to the assignment of this WarrantLease or the subletting of the Premises to any entity whose operations violate the Declaration. Tenant shall provide to Landlord such information as Landlord may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Landlord shall have no obligation to consent to any assignment or subletting unless it has received from Tenant, at no cost or expense to Landlord, the most recent audited financial statements of the proposed assignee or subtenant, a copy of the proposed sublease or assignment agreement, to be followed by a copy of the fully executed document, and such other information as the case may beLandlord reasonably requires. For purposes of this Section 11, furnish to the Company a written opinion an assignment, transfer or sale of counsel (which opinion stock or other ownership interests in Tenant shall be deemed an assignment within the meaning of and shall be governed by this Section. No assignment or subletting, be it with or without the consent of Landlord, shall release Tenant from its obligations under this Lease nor shall Tenant permit this Lease or any interest herein or in formthe tenancy hereby created to become vested in or owned by any other person, substance firm, or corporation by operation of law or otherwise. The power of Landlord to give or withhold its consent to any assignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, but shall be a continuing right and scope customary for opinions power with respect to any type of counsel transfer, assignment or subletting. Within ten (10) business days of Landlord’s receipt of all requested information, Landlord shall notify Tenant in comparable transactionswriting that either (i) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities assignment or blue sky lawssublease is approved, (ii) that the holder such assignment or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretosublease is not approved, and or (iii) that Landlord has elected to terminate the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant Lease with respect to subparagraph (a) above, the Company shall register the transfer of any that portion of this Warrant in the Warrant RegisterPremises to be assigned or subleased and the effective date of such termination, upon whereupon Tenant shall vacate and surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the that portion of this Warrant the Premises so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantterminated.

Transfers. (a) If, at the time If any party hereto shall transfer any Shares in accordance with Section 2.1 of the surrender of this Warrant Restated Relationship Agreement, it shall promptly notify the other parties hereto in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel writing (which opinion shall be in form, substance specify the number of Shares so transferred and scope customary the transferee's address for opinions delivery of counsel in comparable transactionsnotices) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to them the Company an investment letter addressing undertaking of the matters set forth on Schedule A attached transferee to be bound by this Agreement, upon which such transferee shall deemed to be a party hereto. If the transferee shall have acquired all of the transferor's Shares, then the transferee shall replace the transferor for purposes of Section 1 hereof. If the transferee shall have acquired less than all of the transferor's Shares, then the transferee shall not have any rights or obligations under Section 1, unless the transferor and (iii) the transferor jointly notify the other parties hereto that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), shall so replace the transferor or (a)(8) promulgated share the transferor's rights and obligations under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActSection 1. (b) If this Warrant Notwithstanding the foregoing, no transfer restrictions shall apply to any transfer of Shares permitted under Section 2.1(b) of the Restated Relationship Agreement ("Unrestricted Transfers"). (c) Should there be an increase in the number of Shares that are freely transferable by the parties hereto as a group (i.e., excluding Shares freely transferable under Section 2.1(b)(ii) of the Restated Relationship Agreement) for any reason, including without limitation a reduction of the "Required Israeli Percentage" (as such term is transferable pursuant defined in the License) or a reduction of the number of Shares outstanding, then the number of Shares available for transfer by each party hereto by means of Unrestricted Transfers shall increase proportionally to subparagraph (a) aboveits respective holding of Shares that are subject to transfer restrictions under the License, the Company Articles and the Restated Relationship Agreement. (d) The parties undertake, severally and not jointly, to maintain at least their respective percentages of the outstanding Shares out of the Required Israeli Percentage as set forth opposite their respective names on Schedule A hereto, which shall register be calculated based on the transfer number of Shares outstanding from time to time up to a maximum of 160,922,344 Shares outstanding. Accordingly, the parties hereto acknowledge that, upon the closing of the Buyback Offer, the parties will own such number of Shares that are subject to the restrictions of the Required Israeli Percentage and such number of Shares that are not so restricted, as set forth opposite their respective names on Schedule B hereto. In the case of any portion of this Warrant in the Warrant Registerdiscrepancy between Schedule A and Schedule B, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Schedule B shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantgovern.

Transfers. In order to ensure compliance with the Securities Act, the Members agree that after the Closing the Members will not sell or otherwise transfer or dispose of Shares or any interest therein (unless such shares have been registered under the Securities Act) without first complying with either of the following conditions, the expenses and costs of satisfaction of which shall be fully borne and paid for by the Members: (a) Ifthe Purchaser shall have received a written legal opinion from the Members’ legal counsel, at which opinion and counsel shall be satisfactory to the time Purchaser in the exercise of its reasonable judgment, or a copy of a “no-action” or interpretive letter of the surrender Securities and Exchange Commission (the “SEC”) specifying the nature and circumstances of this Warrant in connection with any the proposed transfer of this Warrant, and indicating that the proposed transfer of this Warrant shall will not be registered pursuant to an effective in violation of any of the registration statement under provisions of the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer rules and regulations promulgated thereunder; or (ib) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written Purchaser shall have received an opinion of from its own counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the proposed transfer may will not be made without in violation of any of the registration under provisions of the Securities Act and under the rules and regulations promulgated thereunder; provided, however, that if the requested transfer is to be made pursuant to Rule 144 and Rule 144 actually permits such transfer, the Members shall not be required to prepare, provide or pay for the legal opinion required to make such transfer but instead, upon the receipt of all appropriate documentation necessary for the Purchaser’s counsel to prepare the requisite legal opinion, the Purchaser shall instruct its counsel to prepare such legal opinion and shall bear the cost of such counsel. The Members also agree that the certificates or instruments representing the Shares to be issued to the Members pursuant to this Agreement may contain a restrictive legend noting the restrictions on transfer described in this Section and required by federal and applicable state securities or blue sky laws, (ii) and that the holder or transferee execute and deliver appropriate “stop-transfer” instructions will be given to the Company an investment letter addressing the matters set forth on Schedule A attached heretoPurchaser’s transfer agent, and (iii) if any, provided that the transferee this Section 6.7 shall no longer be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated applicable to any Shares following its transfer pursuant to a registration statement effective under the Securities Act or a “qualified institutional buyer” as defined in compliance with Rule 144A(a) under 144 or if the opinion of counsel referred to above is to the further effect that transfer restrictions and the legend referred to herein are no longer required in order to establish compliance with any provisions of the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) If, at A Member other than the time Initial Member may not Transfer any part of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer its Membership Interest without (i) that the Holder or transferee prior written consent of this Warrantthe Initial Member, as such consent not to be unreasonably withheld, and (ii) the case may be, furnish to determination by the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect Initial Member that such transfer may will not cause the Company to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest shall be made without registration under the Securities Act by or to a Benefit Plan Investor, no purchase or transfer of a Membership Interest by or to a Benefit Plan Investor will be effective, and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to neither the Company nor the Initial Member will recognize any such purchase or transfer. In addition, no purchase or transfer will be effective if it would cause the Company to (x) be classified as an investment letter addressing association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes or (y) be required to withhold on the matters set forth on Schedule A attached heretotransferee’s distributions or distributive shares of income under Sections 871, 881 or 1446 of the Code, and (iii) that neither the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), Manager nor the Company will recognize any purchase or (a)(8) promulgated under the Securities Act transfer giving rise to such classification or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actwithholding. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company The Initial Member shall register the transfer admit a transferee of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or a Member’s Membership Interest to the Company at its address specified herein. Upon any only if such registration or transfer, a new warrant transferee (i) has agreed in writing to purchase Common Stock, in substantially be bound by the form terms of this Warrant Agreement by becoming a party hereto and (any ii) has delivered such new warrantadditional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferee of a “New Warrant”)Membership Interest as the absolute owner thereof in all respects, evidencing and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the portion consummation of a Transfer that conforms to the requirements of this Warrant so transferred Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be issued to the transferee and a New Warrant evidencing close of business on the remaining portion day of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant receipt thereof by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCompany.

Transfers. (a) If, at This Warrant and the time Warrant Shares issued upon the exercise thereof may be transferred only in compliance with Section 4.4 of the surrender of this Warrant Securities Purchase Agreement and the other restrictions on transfer set forth in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant Registration Rights Agreement. Subject to an effective registration statement under the Securities Act and under applicable state securities or blue sky lawssuch restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may requirebe reasonably required by the Company, as a condition including, if required by the Company, an opinion of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish its counsel reasonably satisfactory to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be is exempt from the registration requirements of the Act, to establish that such transfer is being made without registration under in accordance with the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoterms hereof, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. Upon such transfer or other disposition, the Warrantholder shall deliver this Warrant to the Company together with a New written notice to the Company, substantially in the form of the Transfer Notice in the form attached hereto as Exhibit C (the "Transfer Notice"), indicating the person or persons to whom this Warrant evidencing the remaining portion shall be transferred and, if less than all of this Warrant not so is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Warrantholder a Warrant or Warrants of like tenor and terms for the appropriate number of Warrant Shares and, if anyless than all this Warrant is transferred, shall be issued deliver to the transferring Holder. The acceptance Warrantholder a Warrant for the remaining number of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantShares.

Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) Ifthe Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, at reissued or re-registered share certificate, in the time case of certificated stock, or entry in the stock record books of the surrender Corporation, in the case of this Warrant in connection with any transfer of this Warrantuncertificated stock, and the notification identifies the claimant, the transfer registered owner and the issue of this Warrant shall not be registered pursuant to which the share or shares is a part and provides an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish address for communications directed to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities claimant; or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant the Corporation has required and obtained, with respect to subparagraph a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or her or, if there be no such address, at his or her residence or regular place of business that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either (a) abovean appropriate restraining order, the Company shall register the transfer injunction or other process issues from a court of any portion of this Warrant competent jurisdiction; or (b) an indemnity bond, sufficient in the Warrant RegisterCorporation’s judgment to protect the Corporation and any transfer agent, upon surrender registrar or other agent of this Warrant, the Corporation involved from any loss which it or they may suffer by complying with the Form of Assignment attached hereto duly completed and signedadverse claim, to is filed with the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCorporation.

Transfers. This Warrant may be offered for sale, sold, transferred or assigned by Holder only in compliance with Section 11.2 above. Upon any sale or other transfer of this Warrant, in whole or in part, by the Holder which complies with all of the terms and conditions set forth in Section 11.2 above (aa “Permitted Transfer”), the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant, registered in the name of the transferee to which the Permitted Transfer is to be made (the “Permitted Transferee”), representing the right to purchase the number of Warrant Shares that are being transferred in such Permitted Transfer. If less than the total number of Warrant Shares then underlying this Warrant is being transferred to the Permitted Transferee, then, a new Warrant shall be delivered to the Holder (in accordance with Section 4.6) Ifrepresenting the right to purchase the number of Warrant Shares not being transferred (the “Retained Warrant Shares”). If the Warrant that is the subject of any Permitted Transfer contains a legend placed or endorsed thereon pursuant to Section 11.1 hereof, then, unless the Holder is entitled, at the time of the surrender of this Permitted Transfer or by reason thereof, to have such legend removed from such Warrant in connection with any transfer of this Warrant, on the transfer of this Warrant shall not be registered pursuant terms and subject to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters conditions set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) Section 11.3 above, the Company shall register the transfer of any portion of this new Warrant to be registered in the name of the Permitted Transferee and any Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Holder pursuant to Section 4.6 above evidencing its right to purchase the Retained Warrant evidencing Shares shall bear the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant restrictive legend required by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantSection 11.1 hereof.

Transfers. (a) If, at the time Notwithstanding any provision of the surrender Subscription Agreement relating to the Purchaser's commitment to purchase Common Shares (the "Subscription Agreement") or the Amended and Restated Operating Agreement of this Warrant in connection with any transfer of this Warrantthe Fund (the "Operating Agreement") to the contrary, the transfer of this Warrant shall not be registered pursuant Purchaser and any transferee permitted hereunder may at any time and from time to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer time (i) that the Holder assign all or transferee a portion of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance its rights and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration obligations under the Securities Act and under applicable state securities Subscription Agreement to any of the Purchaser's affiliates (each, a "GMAM Affiliate"), to a successor trust or blue sky lawsa successor trustee (together with a GMAM Affiliate, a "Permitted Transferee"), (ii) that transfer all or a portion of its Common Shares to any Permitted Transferee, (iii) assign all or a portion of its rights and obligations under the holder or transferee execute and deliver Operating Agreement (including its obligations with respect to Capital Contributions (as defined in the Company an investment letter addressing Operating Agreement) pursuant to Section 7 of the matters set forth on Schedule A attached heretoOperating Agreement) to any Permitted Transferee, and (iiiiv) assign all or a portion of its rights and obligations under this Agreement to any Permitted Transferee, in each case in accordance with the applicable provisions of Section 11 of the Operating Agreement; provided, that (x) the condition set forth in Section 11.2(a)(i) of the Operating Agreement need not be satisfied, (y) the assignee or transferee has the financial capacity to fund any remaining Capital Contributions required to be an “accredited investor” made by it and (z) the assignee or transferee acknowledges that it is bound by the Operating Agreement as modified by this letter. A Permitted Transferee will become a Substituted Member (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8the Operating Agreement) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable without Fund consent following any transfer of Common Shares to such Permitted Transferee pursuant to subparagraph (a) above, the Company shall register the transfer of any portion terms of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantparagraph 4.

Transfers. (a) IfSubject to Section 3(e), at all transfers of Loaned ADSs to Borrower or Lender hereunder shall be made by the time crediting by a Clearing Organization of such financial assets to transferee’s account maintained with such Clearing Organization. Subject to Section 3(e), all transfers of Loaned ADSs to Lender hereunder shall be made by the surrender delivery of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish Loaned ADSs to the Company a written opinion Depositary at Lender’s Designated Account (whereupon, for the avoidance of counsel (which opinion doubt, such Loaned ADSs credited to Lender’s Designated Account shall be in form, substance and scope customary for opinions become the property of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoLender, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1Borrower shall have no voting, dispositive control or pecuniary interest with respect thereto), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is All transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable pursuant to subparagraph funds. (ac) above, the Company shall register the A transfer of securities or cash may be effected under this Section 11 on any portion of this Warrant in day except (i) a day on which the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company transferee is closed for business at its principal address specified herein. Upon or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (d) The rights and duties of Borrower under this Agreement may not be assigned or transferred by Borrower without the prior written consent of Lender, such consent not to be unreasonably withheld; provided that Borrower may assign or transfer any such registration of its rights or transfer, a new warrant duties hereunder to purchase Common Stock, in substantially the form Borrower’s ultimate parent entity or any directly or indirectly wholly-owned subsidiary or affiliate of this Warrant Borrower’s ultimate parent entity (any such new warrant, a “New WarrantPermitted Transferee”), evidencing ) without the portion prior written consent of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion Lender as long as such Permitted Transferee is of this Warrant not so transferred, if any, shall be issued to the transferring Holder. equal or better credit rating as Borrower or is guaranteed by Borrower or an entity of equal or better credit rating as Borrower. (e) The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations duties of a holder Lender under this Agreement may not be assigned or transferred by Lender without the prior written consent of a WarrantBorrower.

Transfers. (a) IfFollowing the decision of the CB Member not to exercise in full its Opt-Out Election, the Purchaser may transfer or assign up to 49% of the Maximum Commitment, at the any time of the surrender of this Warrant and from time to time and in connection with whole or in part, to any existing or prospective investor in investment funds or other clients advised by Centerbridge Partners, L.P. (each such transferee or assignee, a “Transferee”), in each case so long as such transfer of this Warrant, the transfer of this Warrant or assignment shall not be registered pursuant to an effective registration statement delay the funding of such amounts as contemplated under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified hereinSection 1. Upon any such registration transfer or transfer, assignment: (i) the applicable Transferee shall execute a new warrant joinder to purchase Common Stock, in substantially this Agreement (the form of this Warrant (any such new warrant, a “New WarrantJoinder Agreement”), evidencing which shall reflect the portion number of this Warrant so transferred Forward Purchase Securities such Transferee shall be issued have the right to purchase (the transferee and a New Warrant evidencing “Transferee Securities”), and, upon such execution, such Transferee shall have all the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to “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 holder Transferee’s execution and delivery of a WarrantJoinder Agreement, the number of Forward Purchase Securities permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Securities permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement.

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant This Note shall not be registered pursuant to an effective registration statement under transferrable except in accordance with the Securities Act provisions of the Securityholders Agreement 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, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActArticles. (b) If Subject to Section 8(a), this Warrant is Note (or any part thereof) shall be transferable pursuant to subparagraph (a) above, any person by execution of the Company shall register form of transfer substantially in the transfer form set forth in Appendix 1 endorsed under its common seal or under the hand of any portion a director or a duly authorized officer in writing. The transferor of this Warrant Note shall be deemed to remain the owner of this Note transferred until the name of the transferee is entered in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or Register in respect thereof. This Note shall be delivered for registration to the Company at accompanied by such other evidence as the Company may reasonably require to prove the title of the transferor or its address specified herein. Upon any such registration right to transfer this Note and its identity and, if the form of transfer is executed by some other person on behalf of the transferor or transferin the case of the execution of a form of transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so. (c) Where only part of the outstanding principal amount of this Note has been transferred or converted, a new warrant Note in respect of the outstanding principal amount of this Note not so transferred or converted shall, within ten (10) Business Days after the delivery of the old Note to purchase Common Stockthe Company, be issued and made available for collection at the principal place of business of the Company or, if so requested in substantially the form of this Warrant transfer, be mailed by uninsured mail at the risk of the Holder not so transferred or converted (any such but free of charge to the Holder) to the address of the Holder appearing on the Register. (d) Each new warrant, Note to be issued upon a “New Warrant”), evidencing the portion transfer of this Warrant Note shall, within ten (10) Business Days of receipt by the Company of the Note to be transferred and the endorsed form of transfer complying with the requirements of this Section 8, be made available for collection at the principal place of business of the Company, or if so transferred shall requested in the form of transfer, be issued mailed by uninsured mail (at the risk of the transferee) to the transferee and a New Warrant evidencing address specified in the remaining portion form of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warranttransfer.

Transfers. (a) If, at Each Holder shall be permitted to transfer any Security or any portion thereof (and the time of rights relating thereto under this Loan Agreement and the surrender of this Warrant in connection with other Transaction Documents) to any Person; provided that: (i) such transfer of this Warrant, the transfer of this Warrant shall not be registered is made pursuant to an effective a registration statement under the Securities Act and under applicable state securities or blue sky laws(it being acknowledged that, the Company may require, Borrowers shall not be obligated to assist in any manner in any such registration except as a condition required by the Registration Rights Agreement) or pursuant to an exemption from the registration requirements of allowing the Securities Act; (ii) if such transfer is being made pursuant to an exemption from such registration requirements and if requested by the Borrowers, counsel for such Holder (iwhich counsel may be internal counsel) that the Holder or transferee of this Warrant, as the case may be, furnish furnishes to the Company a written Borrowers an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be is being made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company pursuant such an investment letter addressing the matters set forth on Schedule A attached hereto, and exemption; (iii) that the applicable transferee be is an “accredited investor” as defined in Rule 501(a)(1), Regulation D promulgated under the Securities Act; and (a)(2), (a)(3), (a)(7)iv) such transferee represents to the Borrowers in writing that it is acquiring such Security solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (a)(8within the meaning of the Securities Act) promulgated that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Security pursuant to a registration statement under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under pursuant to an exemption from the registration requirements of the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. (b) If this Warrant The Borrowers shall pay the reasonable fees and disbursements of counsel for any Holder who is transferable requested to deliver an opinion under Section 12.1(a)(ii). (c) Within three (3) Business Days after its receipt of notice that a transfer is being made pursuant to subparagraph (a) abovethis Section 12.1, but not prior to the effective date of such transfer, the Company Borrowers shall register deliver to the applicable transferee a new Security evidencing the aggregate amount transferred and, if the Holder making such transfer of any portion of this Warrant is retaining an interest in the Warrant RegisterSecurity, upon surrender a replacement Security in the aggregate amount being retained by such Holder (such Security to be in exchange for, but not in payment of this Warrant, with the Form Security then held by such Holder). Each such Security shall be dated the date of Assignment attached hereto duly completed the predecessor Security. The Holder making such transfer shall m▇▇▇ the predecessor Security “exchanged” and signed, deliver it to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantBorrowers.

Transfers. Tenant shall not (a) Ifwhether directly or indirectly or voluntarily or involuntarily or by operation of Law or otherwise), at without the time prior written consent of the surrender of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Warrant in connection with Lease or any interest hereunder, permit any assignment, or other transfer of this WarrantLease or any interest hereunder by operation of Law, sublet the transfer Premises or any part thereof, amend or modify any sublease that is consummated in accordance with the terms of this Warrant Article 14, permit a subtenant under a sublease that is consummated in accordance with the terms of this Article 14 to further sublease the Premises or any part thereof or to assign the subtenant’s interest under any such sublease in whole or in part by express assignment or by operation of Law or by other means, permit the Premises, or any portion thereof to be use for desk space, mailing privileges or otherwise, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its agents, employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be registered pursuant to an effective registration statement under less than thirty (30) days nor more than one hundred eighty (180) days after the Securities Act and under applicable state securities or blue sky laws, date of delivery of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsTransfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the holder name and address of the proposed Transferee, and a copy of all documentation describing or transferee execute effectuating the proposed Transfer (which may consist of a term sheet or letter of intent, provided that Landlord’s consent shall be conditioned upon Landlord’s review and deliver to approval of the Company an investment letter addressing the matters set forth on Schedule A attached heretofinal executed assignment or sublease), and (iiiiv) that current financial statements of the transferee proposed Transferee certified by an officer, partner or owner thereof, and history of the proposed Transferee and any other information reasonably required by Landlord. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be an “accredited investor” as defined in Rule 501(a)(1)null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall not be released from any liability or obligations under this Lease and Tenant shall pay all documented out of pocket costs and expenses incurred by Landlord with respect to such Transfer, including, without limitation, any reasonable professional fees (a)(2)including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) abovecollectively, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the “Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New WarrantReview Fees”), evidencing within thirty (30) days after written request by Landlord. Tenant shall not structure any proposed Transfer in such a way as to subvert Landlord’s consent rights, recapture rights and/or rights to receive the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant“Transfer Premium” (as defined below).

Transfers. (a) IfIn connection with a collateral arrangement arising out of Warrantholder’s borrowing arrangements with its lenders, at the time of the surrender each taker and holder of this Warrant Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in connection blank (and subject to the other transfer requirements set forth in this Section 11), shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any transfer of purpose and as the person entitled to exercise the rights represented by this WarrantAgreement. Subject to compliance with applicable federal and state securities laws, the transfer of conditions referred to in the legend endorsed hereon and the transfer conditions set forth in this Section 11, this Warrant shall not be registered pursuant to an effective registration statement under and all rights hereunder are transferable, in whole or in part, by the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish Warrantholder without charge to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant RegisterWarrantholder, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or Warrant to the Company at its address specified herein. Upon any such registration or transfer, then principal executive offices with a new warrant to purchase Common Stock, properly completed and duly executed notice of transfer in substantially the form of this Warrant attached hereto as Exhibit III (any such new warrant, a the “New WarrantTransfer Notice”), together with funds sufficient to pay any transfer taxes described in Section 9(a) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the transfer of the Warrant shall be recorded on the books of the Company and the Company shall execute and deliver a new Warrant in the name of the assignee or assignees and in the denominations specified in such Transfer Notice, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredWarrant, if any, not so assigned and this Warrant shall promptly be issued to the transferring Holdercancelled. The acceptance of Warrantholder shall not transfer the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all or any of the rights and obligations hereunder without the prior written approval of the Company, which approval shall not be unreasonably withheld, to any individual, person, corporation, partnership or other entity that is a holder direct competitor of a Warrantthe Company. Notwithstanding anything to the contrary contained herein, no assignee or transferee of this Warrant or any of the rights hereunder (except any Affiliate of Warrantholder) shall be entitled to the information rights set forth in Section 9(i) of this Agreement or any other non-public information relating to the Company.

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) Each Consenting Creditor agrees that, for the duration of the period commencing on the date hereof and ending on the date on which this Agreement is terminated in accordance with Section 6 or 11, such Consenting Creditor shall not sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise dispose of (each, a “Transfer”), directly or indirectly, in whole or in part, any of its claims or any option thereon or any right or interest therein or any other claims against or interests in any Paragon Party (collectively, the “Claims”) (including grant any proxies, deposit any Notes or any other claims against or interests in the Company or any other Paragon Party into a voting trust or entry into a voting agreement with respect to any such Notes or such other claims against or interests in the Company), unless the transferee thereof either (i) is a Consenting Creditor or its affiliate, provided that such affiliate shall agree in writing to be bound by the Holder or transferee terms of this WarrantAgreement, or (ii) prior to such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to Consenting Creditors (including with respect to any and all Claims it already may hold against or in the Company or any other Paragon Party prior to such Transfer) by executing a joinder agreement substantially in the form attached hereto as the case may beExhibit C (a “Joinder Agreement”), furnish and delivering an executed copy thereof within two (2) business days following such execution, to (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP (“Weil”), counsel to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsCompany, (ii) that the holder or transferee execute and deliver ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇”), counsel to the Company an investment letter addressing administrative agent to the matters set forth on Schedule A attached heretoRevolver Lenders, and (iii) Paul, Weiss, Rifkind, Wharton, & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇ ▇▇▇▇▇” and, with ▇▇▇▇▇▇▇, the “Consenting Creditors’ Counsel”), counsel to certain of the 6.75% Senior Noteholders and the 7.25% Senior Noteholders, in which event (A) the transferee (including the Consenting Creditor transferee, if applicable) shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations; provided that this Section 4(b)(i) shall not apply to the grant of any liens or encumbrances in favor of a bank or broker-dealer holding custody of securities in the ordinary course of business, or a Noteholder acting in such capacity in the ordinary course of its business and which lien or encumbrance is released upon the Transfer of such securities. Each Consenting Creditor agrees that any Transfer of any Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the applicable Paragon Party and each other Consenting Creditor shall have the right to enforce the voiding of such Transfer. For the avoidance of doubt, the foregoing restrictions on Transfer shall not be violated as a result of Notes currently being out for loan pursuant to a securities lending program so long as the Consenting Noteholder recalls such Notes (and the settlement of such recall occurs) prior to the voting record date as fixed by the Bankruptcy Court. Notwithstanding anything to the contrary in this Agreement, Claims or other claims of a Consenting Creditor subject to this Agreement (including Section 4(b)) shall not include any Claim or other claims held in a fiduciary capacity or held or acquired by any other division, business unit or trading desk of such Consenting Creditor (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such division, business unit or trading desk is or becomes a party to this Agreement. (ii) Notwithstanding Section 4(b)(i): (A) a Consenting Creditor may Transfer its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker become a Party; provided that (1) with respect to any Transfer of the Notes (x) if such transfer is made on or before the voting record date established by the Bankruptcy Court, such Qualified Marketmaker must transfer such right, title or interest by the earlier to occur of (a) ten (10) business days after its receipt thereof and (b) 11:59 p.m. prevailing Eastern Time on the voting record date and (y) if such transfer is made after the voting record date, such Qualified Marketmaker must transfer such right, title or interest by ten (10) business days after its receipt thereof, (2) with respect to any Transfer of Claims other than the Notes, if such Transfer is made on or before the voting record date established by the Bankruptcy Court, such Qualified Marketmaker must transfer such right, title or interest by 11:59 p.m. prevailing Eastern Time on the voting record date and (3) with respect to the Transfer of all Claims, any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Claims, is to a transferee that is or becomes a Consenting Creditor at the time of such transfer; and (B) to the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in Claims that the Qualified Marketmaker acquires from a holder of the Claims who is not a Consenting Creditor without the requirement that the transferee be an “accredited investor” as defined in Rule 501(a)(1or become a Consenting Creditor. Notwithstanding the immediately preceding clause (A), (a)(2), (a)(3), (a)(7)a Qualified Marketmaker that is an affiliate of, or (a)(8) promulgated under separate business unit or division of, any of the Securities Act or Consenting Creditors and that fails to transfer Claims within the time period set forth above shall not be required to become a “qualified institutional buyer” Party to this Agreement as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer a result of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified hereinsuch failure. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantFor these purposes, a “New Warrant”Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company (including debt securities or other debt), evidencing in its capacity as a dealer or market maker in such claims against the portion Company, and (y) is in fact regularly in the business of this Warrant so transferred shall be issued to the transferee and making a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantmarket in claims against issuers or borrowers (including debt securities or other debt).

Transfers. (a) IfThe Investor, its Affiliates and any Related Person may transfer Common Shares at the any time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered without restriction or condition pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company bona fide sales made on a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state registered securities or blue sky lawsexchange, (ii) that the holder or transferee execute and deliver registered offerings pursuant to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and Registration Rights Agreement or (iii) that the transferee be an broadly distributed underwritten private block sales conducted by one or more investment banks (collectively, “accredited investor” as defined in Rule 501(a)(1Distributed Sales”), (a)(2), (a)(3), (a)(7), and no transferee in any Distributed Sale shall become a Related Person or (a)(8) promulgated under the Securities Act or subject to this Agreement as a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actresult of such transfer. (b) If this Warrant is transferable Subject to Section 5(c), Section 5(d) and Section 5(e), if the Investor, any of its Affiliates or any Related Person seeks to transfer Shares or Warrants other than pursuant to subparagraph a Distributed Sale, the Investor or other transferor shall notify the Company in writing at least twenty (a20) aboveBusiness Days in advance of such proposed transfer. Within ten (10) Business Days of receipt of such notification, the Company shall register notify the Investor of any information that it reasonably requires in order to ascertain whether the proposed transferee is: (i) independent from the Investor and its Affiliates and Related Persons; and (ii) does not have any agreement, arrangement or understanding with the Investor or any of its Affiliates or Related Persons with respect to the acquisition, disposition or voting of the Shares (collectively, the “Independence Criteria”). If, within ten (10) Business Days following receipt of all reasonably requested information (or all information that Investor and its Affiliates are reasonably able to provide in response to the Company’s requests): (i) the Company makes a good faith and reasonable determination that the proposed transferee does not satisfy the Independence Criteria (a “Negative Determination”), then it shall be a condition precedent to such proposed transfer that the proposed transferee, if not already a party to this Agreement, becomes a party to this Agreement by executing and delivering a joinder agreement hereto, in form and substance reasonably acceptable to the Company, in which the proposed transferee agrees to be subject, on a several but not joint basis with the Investor and its Affiliates to all covenants and agreements of the Investor in Section 1, Section 3 and Section 5 under this Agreement (any such transferee who delivers an executed joinder agreement in accordance with this Section 5(b), a “Related Person”); or (ii) the Company does not make a Negative Determination, then the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, may be made to the Transfer Agent proposed transferee without condition and the transferee shall not become a Related Person or subject to this Agreement as a result of such transfer. (c) On or following the Restriction Expiration Date, if the Investor, any of its Affiliates or any Related Person seeks to transfer Shares or Warrants other than pursuant to a Distributed Sale, and the Last Reported Sale Price is less than the Book Value Per Share for any ten (10) Trading Days within a consecutive thirty (30) Trading Day period prior to the notification to the Company described in clause (i) below, then: (i) Investor, its Affiliates and any Related Person shall be permitted to individually or collectively transfer to any Person Shares or Warrants without condition or restriction so long as, at least two (2) Business Days prior to entering into any definitive agreement with respect to such transfer (other than a customary confidentiality agreement), the transferor(s) delivers to the Company written notification of the number of Shares and Warrants proposed to be transferred, as applicable, the name of the proposed transferee and the price at which the securities are proposed to be transferred; (ii) within thirty (30) days of receipt of such notification, the Company shall have the right but not the obligation to offer to purchase, or to cause another Person to purchase on an “as is, where is” basis, all of the securities proposed to be transferred at the same price as proposed to be transferred to the proposed transferee (a “Matching Offer”) by delivering to the Investor written notification of a Matching Offer which offer shall be irrevocable for a period of fifteen (15) days following receipt by the proposed transferor(s); (iii) if the Company delivers a Matching Offer, then the transferor(s) shall negotiate in good faith the definitive terms thereof during the fifteen (15) day period referenced in Section 5(c)(ii) and shall accept the Matching Offer unless the Company revokes or otherwise fails to adhere to the terms of the Matching Offer at the end of such period; (iv) (A) if the Company does not deliver a Matching Offer within thirty (30) days of receipt by the Company of the notification referenced in Section 5(c)(i); or (B) if the sale to the Company is not consummated within fifteen (15) days (or any longer period required by applicable Law to consummate such sale) following acceptance by the Investor of the Matching Offer (each, a “Matching Offer Failure Date”), then the transferor(s) may thereafter sell the securities proposed to be transferred to the proposed transferee at or above the per share price which the Company was notified of pursuant to Section 5(c)(i); (v) any sale of the securities proposed to be transferred to the proposed transferee pursuant to Section 5(c)(iv) may be made to the proposed transferee without condition and such transferee shall not become a Related Person or subject to this Agreement as a result of such transfer; and (vi) if the sale to the proposed transferee is not agreed within six (6) months following the Matching Offer Failure Date, then the Investor, its address specified herein. Upon Affiliates and any Related Person, as applicable, shall be required to again comply with the provisions of this Section 5(c) prior to another such sale; provided, that once executed within six (6) months any such registration transaction may be consummated after such six (6) month period subject to obtaining required regulatory approvals. (d) Notwithstanding anything to the contrary in this Section 5, the Investor, its Affiliates, and any Related Person may transfer Shares or Warrants without condition to any Person (or any Affiliate of such Person) set forth on the Agreed List so long as such Person and its Affiliates are not, and will not become as a result of such transfer, the beneficial owner following such transfer of twenty percent (20%) or more of the Fully Diluted Equity Outstanding. No such Person or Affiliate shall become a Related Person or subject to this Agreement as a result of any such transfer. (e) Notwithstanding anything to the contrary in this Section 5, the Investor and its Affiliates may transfer Shares, Warrants or the Upside Rights to Investor’s Affiliates; provided that, unless the transfer proposed to be undertaken will be a Distributed Sale, it shall be a condition precedent to any such transfer that the Affiliate to which such any such securities are proposed to be transferred, if not already a party to this Agreement, becomes a party to this Agreement by executing and delivering a joinder agreement hereto, in form and substance reasonably acceptable to the Company, in which such Affiliate agrees to be subject, on a several but not joint basis with the Investor and any other Affiliates and Related Persons party thereto to all covenants and agreements of the Investor in Section 1, Section 3 and Section 5 under this Agreement. (f) Investor and the Company agree that no Person to whom securities are permitted to be transferred pursuant to Section 5(a), Section 5(b)(ii), Section 5(c)(iv) and Section 5(d) shall be bound by the provisions of this Agreement as a result of such transfer. In the event of any transfer of certificated securities to such Persons (by the Investor or by any other Person), the Company shall promptly upon request by the Investor or upon otherwise becoming aware of such transfer remove any Investor Rights Agreement Legend from the applicable certificates and such Persons shall be entitled to receive from the Company, without expense to such Persons, the Investor or its Affiliates, a new warrant to purchase Common Stock, in substantially instrument or certificate not bearing a legend stating such restriction. Neither the form Investor nor any of its Affiliates shall be liable for the breach by any Related Person of any provision of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantAgreement.

Transfers. (a) If, at This Warrant may not be transferred in any manner otherwise than by will or by the time laws of descent or distribution and may be exercised only by the surrender of this Warrant in connection with any transfer of this Warrant, the Warrantholder or his permitted assignee. Any transfer of this Warrant shall not be registered pursuant to an effective registration statement under must comply with the Securities Act requirements of this Section 10, and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder any assignee or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel Warrant (which opinion “permitted assignee”) shall be in form, substance required to accept this Warrant subject to all rights and scope customary for opinions obligations of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters Warrantholder as set forth on Schedule A attached heretoherein. Any securities to be issued upon exercise of this Warrant may not be sold, and (iii) that assigned, transferred or otherwise disposed of unless the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated securities are registered under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) unless the person seeking to effect such disposition shall have requested and the Company shall have received an opinion of the Company’s counsel that the proposed disposition may be effected without registration of such securities under the Securities Act. (b) If this Warrant Act or any applicable state securities laws. Unless a registration statement with respect to such shares of Common Stock is transferable pursuant to subparagraph (a) aboveeffective at the time, any shares of Common Stock issued upon the Company shall register the transfer of any portion exercise of this Warrant in shall bear the Warrant Registerfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE MOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant AS AMENDED THE (any such new warrant, a “New WarrantACT”). THEY MAY NOT BE SOLD, evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredOFFERED FOR SALE, if anyPLEDGED, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantOR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company's books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding anything herein or in any legend to the contrary, (i) the Company shall not require an opinion of counsel in connection with any transfer of this Warrantsale, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities assignment or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or other transfer, a new warrant to purchase Common Stock, in substantially by the form Warrantholder of this Warrant (or any portion hereof or any interest herein) to an affiliate (as defined in Regulation D) of the Warrantholder, provided that such affiliate is an "accredited investor" under Regulation D, and (ii) the Company shall not require an opinion of counsel in connection with any assignment or other transfer, in each case without the payment of consideration, by the Warrantholder of any shares of Common Stock issued upon exercise hereof to any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance affiliate of the New Warrant by the transferee thereof shall be deemed the acceptance by Warrantholder, provided such transferee of all of the rights and obligations of a holder of a Warrant.affiliate is an "accredited investor" under Regulation D.

Transfers. Except as specifically provided in Article 7.2 of this JV Contract, no Party nor its successors or assigns may assign, pledge, sell, transfer or otherwise dispose of, (collectively “Transfer”) all or part of its Equity Interest in the JV Company to a third party or the other Party hereto without the unanimous approval of the Board. If a Party or its successors or assigns desires to effect an assignment, the following stipulations must be observed: (a) If, at when a Party or its successors or assigns proposes to assign all or part of its Equity Interest in the time of JV Company (the surrender of this Warrant in connection with any transfer of this Warrant“Transferor”), the transfer of this Warrant other Party or its successors or assigns (the “Other Party”) shall not be registered pursuant have a pre-emptive right to an effective registration statement acquire such transferred Equity Interest under the Securities Act same terms and under applicable state securities or blue sky laws, conditions offered by the Company may require, as a condition of allowing such transfer proposed transferee (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1Pre-emptive Right”), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.; (b) If this Warrant is transferable pursuant the Transferor shall notify the Other Party of its intention to subparagraph transfer in writing and shall specify the conditions for such Transfer; the Other Party shall, within thirty (a30) abovedays after receiving notice from the Transferor in respect of the intent to transfer, notify the Transferor as to whether it will exercise its Pre-emptive Right; and (c) in the event that the Other Party fails to exercise its Pre-emptive Right, the Company shall register Transferor may, within the transfer thirty (30) day period immediately following the expiration of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with time period for exercising the Form of Assignment attached hereto duly completed Pre-emptive Right and signed, on terms and conditions which are not more favorable to the Transfer Agent or third party than those offered to the Company at its address specified herein. Upon any such registration or transferOther Party, a new warrant transfer to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing third party the portion of this Warrant so transferred its Equity Interest, provided that: (i) such Transfer is valid under the relevant laws and regulations of China; (ii) the third party and its Affiliates are not in competition with the Other Party or the JV Company’s operations; and (iii) the executed transfer agreement provides that the third party shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of assume all of the rights and obligations of a holder the Transferor under this JV Contract. The Other Party shall then be deemed to have granted all consents and shall undertake all actions as required by applicable law (including but not limited to signing all such documents) to give effect to such Transfer. The business of a Warrantthe JV Company shall not be interrupted nor the organizational structure affected during any Transfer. After the Transfer has been duly agreed, the JV Company shall proceed with the approval and/or registration procedures for changes at the Approval Authorities.

Transfers. Each Consenting Holder agrees that, for the duration of the Lock-Up Period, such Consenting Holder shall not sell, transfer, loan, hypothecate, assign or otherwise dispose of (including by participation), in whole or in part, any of the Senior Notes or any option thereon or any right or interest therein (including the deposit of any Senior Notes into a voting trust or entry into a voting agreement with respect to any such Senior Notes), unless the transferee thereof either (i) is a Consenting Holder or (ii) prior to or concurrently with such transfer (or within five (5) business days after such transfer, provided that such transfer is to be rescinded if such agreement by the transferee is not obtained within such five business day period) agrees in writing for the benefit of the Parties to become a Consenting Holder and to be bound by all of the terms of this Agreement applicable to Consenting Holders by executing the Joinder attached hereto as Exhibit C (the “Joinder Agreement”), and delivering an executed copy thereof to Stroock & Stroock & ▇▇▇▇▇ LLP (“Stroock”), as counsel to the Ad Hoc Committee, in which event (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant transferee shall not be registered pursuant deemed to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as be a condition of allowing such transfer (i) that the Consenting Holder or transferee of this Warrant, as the case may be, furnish hereunder to the Company a written opinion extent of counsel (which opinion shall be in form, substance such transferred rights and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act obligations and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the acceptance by extent of such transferee transferred rights and obligations. Each Consenting Holder agrees that any sale, transfer or assignment of any Senior Notes that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Company and each other Consenting Holder shall have the right to enforce the voiding of such transfer. Notwithstanding anything contained herein to the contrary, during the Lock-Up Period, a Consenting Holder may offer, sell or otherwise transfer any or all of its Senior Notes to any entity that, as of the rights Lock-Up Effective Date was, and obligations as of the date of transfer continues to be, an entity that controls, is controlled by or is under common control with the Consenting Holder and is (or executes a holder of Joinder Agreement under which such entity agrees to become) a WarrantParty to this Agreement.

Transfers. (ai) IfDuring the Standstill Period, the Investor will not, at any time, directly or indirectly, sell or transfer, or offer to sell or transfer, any Company Securities Beneficially Owned by it, except (A) as provided in clause (ii) of this paragraph (d); (B) in transactions in compliance with Rule 144 promulgated under the time Securities Act of 1933, an amended (the "Securities Act"), as such rule exists on the date hereof or as hereafter amended (or any successor or similar provision), or (C) in any other bona fide sales or transfers to any Person pursuant to an exemption from the registration requirements of the surrender Securities Act, but only if (1) such Person, together with all such Person's Affiliates, certify to the Investor that such Person, together with such Person's affiliates and associates (as defined in the Exchange Act), would not Beneficially Own or be a member of any group that Beneficially Owns, after such sale or transfer, Voting Securities representing Beneficial Ownership of in excess of 5% of all then outstanding Voting Securities, and (2) the Investor has previously delivered to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that any sale or transfer pursuant to this Warrant in connection with any transfer of this Warrant, subclause (C) is exempt from registration under the transfer of this Warrant Securities Act. (ii) The Investor shall not be permitted to sell Company Securities that are registered pursuant to an effective registration statement under the Securities Act and under applicable state securities Article VII hereof or blue sky lawsotherwise; provided, the however, that no such sales or transfers of Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer Securities may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) to any Person that the holder or transferee execute and deliver to Investor, the Company an investment letter addressing the matters set forth on Schedule A attached heretounderwriters (if any) are aware, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1)after due inquiry, (a)(2), (a)(3), (a)(7)would Beneficially Own, or (a)(8) promulgated under the Securities Act or be a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer member of any portion group that Beneficially Owns, together with such Person's affiliates and associates, Voting Securities representing Beneficial Ownership of this Warrant in the Warrant Register, upon surrender excess of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee 5% of all of the rights and obligations of a holder of a Warrantthen outstanding Voting Securities, immediately after such distribution.

Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) Ifthe Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, at reissued or re-registered share certificate, in the time case of certificated stock, or entry in the stock record books of the surrender Corporation, in the case of this Warrant in connection with any transfer of this Warrantuncertificated stock, and the notification identifies the claimant, the transfer registered owner and the issue of this Warrant shall not be registered pursuant to which the share or shares is a part and provides an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish address for communications directed to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities claimant; or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant the Corporation has required and obtained, with respect to subparagraph a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if there be no such address, at his residence or regular place of business that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either (a) abovean appropriate restraining order, the Company shall register the transfer injunction or other process issues from a court of any portion of this Warrant competent jurisdiction; or (b) an indemnity bond, sufficient in the Warrant RegisterCorporation’s judgment to protect the Corporation and any transfer agent, upon surrender registrar or other agent of this Warrant, the Corporation involved from any loss which it or they may suffer by complying with the Form of Assignment attached hereto duly completed and signedadverse claim, to is filed with the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCorporation.

Transfers. 16.1 All transfers by either Borrower or Lender of Loaned Securities consisting of "financial assets" (within the meaning of the UCC) hereunder shall be by (a) Ifin the case of certificated securities, at physical delivery of certificates representing such securities together with duly executed stock and bond transfer powers (provided that bond transfer powers shall be provided only upon a distribution consisting of bonds made during the time term of the surrender Loan on or in respect of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this WarrantLoaned Securities), as the case may be, furnish and to the Company extent Lender has a written opinion securities account with Bear Stearns International Limited and the Loaned Securities a▇▇ ▇▇▇ registered in the same name as the name on such account, with signatures guaranteed by a bank or a member firm of counsel the New York Stock Exchange, Inc., (which opinion b) registration of an uncertificated security in the transferee's name by the issuer of such uncertificated security, (c) the crediting by a Clearing Organization of such financial assets to the transferee's "securities account" (within the meaning of the UCC) maintained with such Clearing Organization, or (d) such other means as Borrower and Lender may agree. 16.2 All transfers of cash Collateral hereunder shall be by (a) wire transfer in formimmediately available, substance freely transferable funds, (b) such other means as Borrower and scope customary Lender may agree. All other transfers of cash hereunder shall be made in accordance with the preceding sentence or by delivery of a certified or official bank check representing next-day New York Clearing House Funds. 16.3 A transfer of securities or cash may be effected under this Section 16 on any day except (a) a day on which the transferee is closed for opinions business at its address set forth in Schedule A hereto or (b) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of counsel such Clearing Organization or wire transfer system are required to effect such transfer. 16.4 For the avoidance of doubt, the parties agree and acknowledge that the term "SECURITIES," as used herein (except in comparable transactionsthis Section 16), shall include any "security entitlements" with respect to such Securities (within the meaning of the UCC). In every transfer of "financial assets" (within the meaning of the UCC) hereunder, the transferor shall take all steps necessary (a) to effect a delivery to the effect that such transfer may be made without registration transferee under Section 8-301 of the Securities Act and UCC, or to cause the creation of a security entitlement in favor of the transferee under applicable state securities or blue sky lawsSection 8-501 of the UCC, (iib) that to enable the holder or transferee execute and deliver to obtain "control" (within the Company an investment letter addressing meaning of Section 8-106 of the matters set forth on Schedule A attached heretoUCC), and (iiic) that to provide the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), with comparable rights under any applicable foreign law or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actregulation. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in connection blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this WarrantAgreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding the foregoing, prior to any proposed transfer of this Warrant shall not be registered pursuant to an effective or the shares of Common Stock received upon the exercise of the purchase rights under this Agreement (the “Securities”), unless there is in effect a registration statement under the Act covering the proposed transfer or, in the case of Securities Act and consisting of shares of Common Stock, such shares are eligible for resale under applicable state securities or blue sky lawsRule 144, the Warrantholder thereof shall give written notice to the Company may requireof such Warrantholder’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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) that the Holder or transferee an unqualified written opinion of this Warrant, as the case legal counsel (which may be, furnish be in-house counsel of Warrantholder) who shall be reasonably satisfactory to the Company a written opinion of counsel (which opinion shall be addressed to the Company and reasonably satisfactory in formform and substance to Company’s counsel, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the proposed transfer of the Securities may be made effected without registration under the Securities Act and under any applicable state securities or blue sky laws, or (ii) a “no action” letter from the SEC to the effect that the holder or transferee execute and deliver transfer of such Securities without registration shall not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the Warrantholder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the Warrantholder to the Company an investment letter addressing Company; provided, however, no such registration statement or opinion of counsel shall be necessary for a transfer by a Warrantholder to any affiliate of such Warrantholder, or a transfer by a Warrantholder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the matters date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Warrantholder hereunder. Each certificate evidencing the Securities transferred (to the extent issued in certificated form) as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if (a) in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provisions of the Act, (b) such Securities are eligible for resale without restriction under, or continued compliance with any provision of, Rule 144, or (c) such Securities have been resold under an effective registration statement. Any restrictive legends on Schedule A attached hereto, and the Securities may be removed at the request of the holder thereof if any of the conditions set forth in clauses (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1a), (a)(2), (a)(3), (a)(7), b) or (a)(8c) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Acthave been met. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfThe Buyer may in accordance with Applicable Law at any time assign, at the time pledge, hypothecate, or otherwise transfer to one or more banks, financial institutions, investment companies, investment funds or any other Person (each, a “Transferee”) all or a portion of the surrender of Buyer’s rights and obligations under this Warrant in connection with any transfer of this WarrantAgreement and the other Program Agreements; provided, that (i) the Seller has consented to such assignment, pledge, hypothecation, or other transfer; provided, however, the transfer of this Warrant Seller’s consent shall not be registered pursuant to required in the event that (A) such Transferee is an effective registration statement under Affiliate of the Securities Act and under applicable state securities Administrative Agent or blue sky laws, the Company may require, as a condition (B) an Event of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, Default has occurred; (ii) that absent an Event of Default, the holder or transferee execute and deliver Buyer shall give at least ten (10) days’ prior notice thereof to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, Seller; and (iii) that each such sale shall represent an interest in the transferee be Transactions in an “accredited investor” aggregate Purchase Price of $1,000,000 or more, other than with respect to a participating interest consisting of a pro rata interest in all payments due to Buyer under this Agreement and prior to an Event of Default Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as defined in Rule 501(a)(1), an association (a)(2), (a)(3), (a)(7), or (a)(8publicly traded partnership) promulgated under the Securities Act taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such assignment, pledge, hypothecation or transfer by the Buyer of the Buyer’s rights under this Agreement and the other Program Agreements, the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement. The Buyer (acting as agent for the Seller) shall maintain at its address referred to in Section 10.04 a register (the “qualified institutional buyer” Register”) for the recordation of the names and addresses of Transferees, and the Purchase Price outstanding and Price Differential in the Transactions held by each thereof. The entries in the Register shall be prima facie conclusive and binding, and the Seller may treat each Person whose name is recorded in the Register as defined the owner of the Transactions recorded therein for all purposes of this Agreement. No assignment shall be effective until it is recorded in Rule 144A(a) under the Securities ActRegister. (b) If this Warrant is transferable pursuant The Buyer may distribute to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, prospective assignee any document or other information delivered to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant Buyer by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantSeller.

Transfers. (a) If, at the time of the surrender of The holder acknowledges that this Warrant in connection with any transfer of this Warrant, and the transfer of this Warrant shall Shares have not been registered under the Securities Act or applicable state securities laws and agrees that the Warrant and the Warrant Shares may not be registered transferred other than (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an exemption form, or in a transaction not subject to, the registration requirements of the Securities Act and under in accordance with applicable state securities laws or blue sky laws, the Company may require, as evidenced by a condition legal opinion of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish counsel reasonably satisfactory to the Company a written and its transfer agent, or (iii) in accordance with Rule 144 under the Securities Act, in which case the Company is entitled to require an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) reasonably satisfactory to it to the effect that such securities can be sold or transferred pursuant to Rule 144. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, for transfer may of this Warrant as an entirety by the holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, by the holder for transfer with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be made requested by the holder hereof, and shall issue to such holder a new warrant covering the number of Warrant Shares in respect of which this Warrant shall not have been transferred. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without registration the requirement of a legal opinion, except to the extent that the transfer agent requests a legal opinion, any transfer of the Warrants and the Warrant Shares by the holder to any of its affiliates (as defined in Rule 405 under the Securities Act and under applicable state securities or blue sky lawsAct), (ii) provided that the holder or transferee execute and deliver certifies to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be it is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8501(a) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer and provided that such affiliate does not request any removal of any portion of this Warrant in existing legends on any certificate evidencing the Warrants or the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantShares.

Transfers. (a) IfNo Beneficial Owner may Transfer any Units (or other securities exercisable or exchangeable for or convertible into Units (collectively, at the time “Company Equity Securities”)), other than any Transfer of the surrender of this Warrant Units that is made (i) in connection with any transfer of a Sale Transaction approved in accordance with this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, Agreement; (ii) that in accordance with Article VIII (in the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and capacity as a Tag-Along Investor); (iii) that in accordance with the transferee be an “accredited investor” as defined in Rule 501(a)(1), put/call rights of Article IX; (a)(2), (a)(3), (a)(7), iv) to a Designated Affiliate or (a)(8v) promulgated under with the Securities Act prior written consent of Walgreens. Notwithstanding anything herein to the contrary, in no event shall any Member Transfer any Unit to a Prohibited Transferee. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Designated Affiliates and then disposing of all or any portion of such party’s interest in any such Designated Affiliate. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit any member of the Walgreens Group from pledging its Company Equity Securities, in whole or in part, to a “qualified institutional buyer” as defined in Rule 144A(a) under third-party lender without the Securities Actconsent of the other Members. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of No Beneficial Owner may Transfer all or any portion of its direct or indirect beneficial ownership of any Units (or other Company Equity Securities) other than any such Transfer that is made in accordance with this Warrant in Section 7.1. No Beneficial Owner that is an entity of which the Warrant RegisterUnits represent more than 50% of the assets of such entity shall issue any additional Equity Securities. (c) Notwithstanding the foregoing, upon surrender any employee, officer or director of this Warrant, with the Form Company or any of Assignment attached hereto duly completed and signed, to the its Subsidiaries may Transfer Agent or Company Equity Securities to the Company at or any of its address specified hereinSubsidiaries. Upon any such registration or transfer, a new warrant to purchase Common Stock, Any attempted Transfer of Company Equity Securities in substantially violation of the form provisions of this Warrant Agreement shall be null and void ab initio and of no effect. The Company shall not issue any Company Equity Securities exercisable or exchangeable for or convertible into Units unless the holder thereof agrees to be bound by the transfer restrictions contained in this Article VII. (d) Notwithstanding anything in this Agreement to the contrary, except as otherwise agreed by the Board in its sole discretion, as a condition to any proposed Transfer: (i) if the Member who proposes to Transfer its Company Equity Securities (or if such new warrantMember is a disregarded entity for U.S. federal income tax purposes, the first direct or indirect beneficial owner of such Member that is not a disregarded entity (the “Member’s Owner”)) is a “New Warrant”)United States person” as defined in Section 7701(a)(30) of the Code, evidencing then such Member (or the portion Member’s Owner, if applicable) shall complete and provide to both of this Warrant so transferred shall be issued to the transferee and the Company, a New Warrant evidencing duly executed affidavit in the remaining form provided to such transferor by the Company, certifying, under penalty of perjury, that the Member (or Member’s Owner, if applicable) is not a foreign person, nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as such terms are defined under the Code and applicable Treasury Regulations, including for purposes of Code Sections 1445 and 1446) and the Member’s (or Member’s Owner’s, if applicable) United States taxpayer identification number; or (ii) if the Member who proposes to Transfer its Company Equity Securities (or if such Member is a disregarded entity for U.S. federal income tax purposes, the Member’s Owner) is not a “United States person” as defined in Section 7701(a)(30) of the Code, then such assignor and assignee shall jointly provide to the Company written proof reasonably satisfactory to the Board that any applicable withholding tax that may be imposed on such transfer or assignment (including, but not limited to, pursuant to Sections 864 and 1446 of the Code) and any related tax returns or forms that are required to be filed, have been, or will be, timely paid and filed, as applicable. (e) No Member will directly or indirectly Transfer all or any portion of this Warrant not so transferred, such Member’s Company Equity Securities if any, shall such Transfer would cause the Company to be issued to categorized as a “publicly traded partnership” within the transferring Holder. The acceptance meaning of Section 7704 of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantCode.

Transfers. (a) If, at A Limited Partner may not Transfer any of its Partnership Interests without the time prior written consent of the surrender General Partner; provided, that any such Transfer that is approved by the General Partner may only be made in compliance with applicable laws (including, to the extent applicable, securities laws). (b) Notwithstanding anything to the contrary contained in Section 8.1(a), a Limited Partner may at any time effect any of this Warrant the following Transfers of a Partnership Interest (each a "Permitted Transfer," and each transferee of such Limited Partner in connection with any transfer respect of this Warrantsuch Transfer, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer "Permitted Transferee"): (i) any Transfer of such Limited Partner's Partnership Interest to any Affiliate of such Limited Partner; provided, that the Holder or transferee of this Warrant, as the case may be, furnish any such Affiliate shall Transfer such Partnership Interest to the Company a written opinion Limited Partner from whom the Partnership Interest was originally received or acquired within five (5) calendar days after ceasing to be an Affiliate of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, Limited Partner; or (ii) that any Transfer to another Partner. In any Transfer referred to above in this Section 8.1(b), the holder or transferee Permitted Transferee shall agree in writing to be bound by the provisions of this Agreement and shall execute and deliver to the Company Partnership and each other Partner a counterpart to this Agreement. Each Permitted Transferee shall hold such Partnership Interest subject to the provisions of this Agreement as a "Partner" hereunder as if such Permitted Transferee were an investment letter addressing the matters set forth on Schedule A attached hereto, original signatory hereto and (iii) that the transferee shall be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or deemed to be a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actparty to this Agreement. (bc) If this Warrant Any Person to whom a Transfer is transferable made pursuant to subparagraph Section 8.1 shall be admitted to the Partnership as a substituted Limited Partner (aa "Substituted Limited Partner") aboveupon the delivery of such documentation as the General Partner shall reasonably require, the Company shall register the transfer of any portion including a counterpart of this Warrant Agreement executed by or on behalf of such Substitute Limited Partner. Upon the admission of the Substituted Limited Partner, this Agreement shall be amended by the General Partner to reflect the admission of such Substituted Limited Partner in accordance with the Warrant Register, upon surrender terms of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantsection.

Transfers. Each Consenting Creditor agrees (aseverally and not jointly) Ifthat, for the duration of the Restructuring Support Period, such Consenting Creditor shall not, directly or indirectly, sell, transfer, loan, issue, pledge, hypothecate, assign, grant, or otherwise dispose of (including by participation) (collectively, “Transfer”), in whole or in part, any of its Claims and Interests, or any option thereon or any right or interest therein (including granting any proxies with respect to any Claims and Interests, depositing any Claims and Interests into a voting trust or entering into a voting agreement with respect to any Claims and Interests), unless the transferee of such Claims and Interests (the “Transferee”) either (i) is a Consenting Creditor at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities such Transfer or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver prior to the Company effectiveness of such Transfer, agrees in writing, for the benefit of the Restructuring Support Parties, to become a Restructuring Support Party hereunder as a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to a Consenting Creditor (including with respect to any and all Claims and Interests it already may own or control prior to such Transfer), by executing a joinder agreement, substantially in the form attached hereto as Exhibit B (the “Joinder Agreement”), and by delivering an investment letter addressing executed copy thereof to (A) counsel to the matters Debtors and (B) Stroock (in each case, at the addresses for such law firms set forth on Schedule A attached heretoin Section 20 hereof), in which event (x) the Transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred Claims and Interests (and all Claims and Interests it already may own or control prior to such Transfer), and (iiiy) the transferor shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement solely to the extent of such transferred Claims and Interests; provided, however, that the transferee be an “accredited investor” as defined such Transfer shall not, in Rule 501(a)(1)and of itself, (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or release any Consenting Creditor who is also a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedDIP Lender from its obligations under, to the extent in effect, the DIP Facilities Documents (the Transfer Agent or of DIP Commitments being governed by, to the Company at its address specified hereinextent in effect, the DIP Facilities Documents). Upon any such registration or transferNotwithstanding the foregoing, a new warrant to purchase Common Stock, the restrictions on Transfer set forth in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Section 3(c) shall be issued not apply to the transferee grant of any liens or encumbrances on any Claims and Interests in favor of a New Warrant evidencing bank or broker-dealer holding custody of such Claims and Interests in the remaining portion ordinary course of this Warrant business and which lien or encumbrance is released upon the Transfer of such Claims and Interests. Each Consenting Creditor agrees (severally and not so transferred, if any, shall be issued to jointly) that any Transfer of any Claims and Interests that does not comply with the transferring Holder. The acceptance of the New Warrant by the transferee thereof terms and procedures set forth herein shall be deemed the acceptance by such transferee of all void ab initio, and each of the rights Debtors and obligations each other Consenting Creditor shall have the right to enforce the voiding of a holder of a Warrantsuch Transfer.

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the Closing Date, except as provided in FINRA Rule 5110(e)(2). In addition,neither this Warrant nor the Warrant Shares may be sold, transferred or assigned except to persons who are officers or directors of Alexander Capital L. P. for a period of one (1) year following the Closing Date. (c) The Warrant Shares have been registered on that certain registration statement on Form S-3 (File No. 333- 278883) filed by the Company (the “Registration Statement”). To the extent that Warrant Shares are not registered on such Registration Statement for any reason including without limitation, that the Registration Statement ceases to be effective or the prospectus with respect to the Warrant Shares contained therein ceases to be current, then the Holder shall have one demand registration right at the Company’s expense, an additional demand registration right at the Holder’s expense, and piggyback registration rights until the Expiration Date (and in no event longer than five (5) years from the commencement of sales of the public offering contemplated by the Underwriting Agreement).

Transfers. (a) If, at All transfers of Loaned Shares to Borrower hereunder shall be made by the time crediting by a Clearing Organization of such Loaned Shares to the Borrower’s “securities account” (within the meaning of Section 8-501 of the surrender UCC) maintained with such Clearing Organization as Borrower shall inform L▇▇▇▇▇. All transfers of this Warrant in connection Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to L▇▇▇▇▇’s Designated Account (whereupon, for the avoidance of doubt, such Loaned Shares credited to L▇▇▇▇▇’s Designated Account shall become the property of L▇▇▇▇▇, and Borrower shall have no voting, dispositive control or pecuniary interest with any respect thereto). In every transfer of this Warrant“financial assets” (within the meaning of Section 8-102 of the UCC) hereunder, the transfer of this Warrant transferor shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer take all steps necessary (i) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement with respect to such financial assets in favor of the transferee under Section 8-501 of the UCC, (ii) to enable the transferee to obtain “control” (within the meaning of Section 8-106 of the UCC), and (iii) to provide the transferee with comparable rights under any applicable foreign law or regulation that is applicable to such transfer. (b) All transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable funds to the Holder account specified by the relevant party. (c) A transfer of securities or cash may be effected under this Section 11 on any day except a day on which the transferee is closed for business at its address set forth in Section 15 or a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (d) The rights and duties of Borrower under this WarrantAgreement may not be assigned or transferred by Borrower without the prior written consent of Lender, such consent not to be unreasonably withheld; provided that Borrower may assign or transfer any of its rights or duties hereunder to Borrower’s ultimate parent entity or any directly or indirectly wholly-owned subsidiary or affiliate of Borrower’s ultimate parent entity (a “Permitted Transferee”) without the prior written consent of Lender as long as (i) such Permitted Transferee is of equal or better credit rating as the Borrower or is guaranteed by the Borrower or an entity of equal or better credit rating as the Borrower or (ii) provided that, upon such assignment or transfer, Borrower shall be deemed to have represented and agreed, that, to the extent any of Borrower’s duties under this Agreement are not completed by such Permitted Transferee, Borrower shall be obligated to continue to perform or to cause any other of Permitted Transferee to perform in respect of such duties. (e) The rights and duties of Lender under this Agreement may not be assigned or transferred by L▇▇▇▇▇, as the case may be, furnish to without the Company a prior written opinion consent of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActB▇▇▇▇▇▇▇. (bf) If this Warrant Any purported transfer that is transferable pursuant to subparagraph (anot in compliance with Section 11(d) above, the Company shall register the transfer of any portion or 11(e) of this Warrant in Agreement, as the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if anycase may be, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights null and obligations of a holder of a Warrantvoid.

Transfers. (ai) IfEach share of Class B Common Stock shall be automatically converted into one fully paid and nonassessable share of Class A Common Stock, at and each share of Class C Common Stock shall be automatically converted into fully paid and nonassessable shares of Class A Common Stock with each share of Class C Common Stock converted into a fraction of a share of Class A Common Stock equal to the time product of (A) the Conversion Ratio multiplied by (B) the Adjustment Factor then in effect, in each case without further action of the surrender holder thereof upon the occurrence of this Warrant any direct sale, pledge (other than to a bank or institutional lender to secure a loan for borrowed money), conveyance, hypothecation, assignment or other transfer (“Transfer”) of such share of Class B Common Stock or Class C Common Stock to any Person, other than (A) any affiliate, partner, member or other equityholder of such holder (which, for the avoidance of doubt, shall include any Transfer by way of distribution to partners, members or other equityholders in connection with a holder’s dissolution), (B) any transfer Family Member or Controlled Entity (each as defined in the OP LLC Agreement) of this Warrantsuch holder, (C) a trust of such holder for estate tax planning purposes or (D) the estate of a deceased holder. Each share of Class B Common Stock or Class C Common Stock subject to such conversion shall, upon such conversion, be deemed to represent such Common Stock as a result of a conversion and upon surrender by such holder to the Corporation of any outstanding certificate(s) (or a letter of transmittal representing the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities book-entry entitlements in lieu thereof) formerly representing such holder’s shares of Class B Common Stock or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Class C Common Stock, in substantially as applicable, issue the form shares of Class A Common Stock into which such holder’s shares of Class B Common Stock or Class C Common Stock were converted as a result of such conversion. Each share of Class B Common Stock or Class C Common Stock that is converted pursuant to this Clause (2)(g) of this Warrant (any Article FOURTH shall thereupon be retired and resume the status of authorized and unissued shares of Class B Common Stock or Class C Common Stock, as applicable, and all rights of the holder with respect to such new warrantshares, a “New Warrant”), evidencing including the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredrights, if any, to receive notices and to vote, shall thereupon cease and terminate. No fractional shares of Class A Common Stock shall be issued upon conversion of the shares of Class B Common Stock or Class C Common Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay (or, in the case of a conversion of shares of Class C Common Stock, cause the OP to pay) to the transferring Holderholder cash equal to the Value of the fractional shares of Class A Common Stock. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights term “Person” means both natural persons and obligations of a holder of a Warrantlegal entities.

Transfers. The Supporting Noteholder agrees that, for the duration of the Support Period, the Supporting Noteholder shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of or offer or contract to pledge, encumber, assign, sell or otherwise transfer (aeach, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims under the Convertible Notes or interest therein (including for the stock receivable from Reorganized VIVUS pursuant to the Plan), or any other claims against or interests in the Company (including grant any proxies, deposit any Claims against or interests in the Company into a voting trust or entry into a voting agreement with respect to any such Claims or interests unless the transferee thereof, prior to such Transfer, agrees in writing for the benefit of the Parties to become a Supporting Noteholder and to be bound by all of the terms of this Agreement applicable to the Supporting Noteholder (including with respect to any and all Claims or other claims or interests it already may hold against or in the Company prior to such Transfer) Ifby executing a joinder agreement, a form of which is attached hereto as Exhibit B (the “Joinder Agreement”), and delivering an executed copy thereof within two (2) business days following such execution and prior to the Effective Date, to Weil, Gotshal & ▇▇▇▇▇▇ LLP (“Weil”), as counsel to the Company, and the Supporting Noteholder’s Counsel, in which event (A) the transferee (including the Supporting Noteholder transferee, if applicable) shall be deemed to be a Supporting Noteholder hereunder to the extent of such transferred rights and obligations and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. The Supporting Noteholder agrees that, for the duration of the Support Period, the Supporting Noteholder shall not convert any Convertible Notes to equity of VIVUS; provided, that notwithstanding anything to the contrary in this Section 3(b), the Supporting Noteholder shall not be restricted from purchasing or acquiring any Claims against the Company (including the Secured Note Claims (as defined in the Term Sheet)). The Supporting Noteholder agrees that any (x) Transfer of any Claims or Interests it has under the Convertible Notes or interests therein that does not comply with the terms and procedures set forth herein and (y) conversion of Convertible Notes to equity of VIVUS shall, in each case, be deemed void ab initio, and the Company and each other Supporting Noteholder shall have the right to enforce the voiding of such Transfer or conversion. If the Supporting Noteholder effectuates a Transfer in accordance with this Agreement, the Supporting Noteholder shall have no liability under this Agreement arising from or related to the failure of the transferee to comply with the terms of this Agreement. Notwithstanding the above, a Supporting Noteholder may Transfer its Claims to an entity that is acting in its capacity as a Qualified Marketmaker(1) without the requirement to execute a Joinder Agreement, provided that, as to a Qualified Marketmaker, (I) such Qualified Marketmaker must Transfer such right, title, or interest within seven (7) calendar days following its receipt thereof, (II) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Supporting Noteholder at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached heretoTransfer, and (iiiIII) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), Qualified Marketmaker complies with Section (a)(2), (a)(3), (a)(7), or (a)(8d) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Acthereof. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. Tenant shall not voluntarily, involuntarily or by operation of law assign or encumber this Lease, in whole or in part, nor sublet all or any part of the Premises (collectively, a “Transfer”) without the prior consent of Landlord in each instance, which consent (subject to Landlord’s termination rights under Section 9.2 below) shall not be unreasonably withheld so long as Tenant is not in default under this Lease. Landlord hereby consents to any Transfer to an entity (a “Permitted Transferee”) (a) Ifthat is controlled by, controlling, or under common control with Tenant named herein, so long as such relationship continues (i.e., the cessation of such relationship shall be deemed at the that time a Transfer requiring Landlord’s consent) or (b) that purchases all or substantially all of the surrender assets of this Warrant Tenant named herein or that is the surviving entity in connection with any transfer a merger involving Tenant named herein; provided that Tenant gives Landlord prior notice of such Transfer and, in the case of (b) above, such purchaser or surviving entity, upon the closing of such transaction, has a net worth (exclusive of good will an other similar intangible assets) equal to or greater than the net worth of Tenant as of the date of this WarrantLease, as certified to Landlord, in each case, by an independent certified accountant. The consent by Landlord to any Transfer shall not constitute a waiver of the transfer of necessity for such consent to any subsequent Transfer. Notwithstanding any Transfer, Tenant shall remain fully liable under this Warrant Lease and shall not be registered pursuant relieved from performing any of its obligations hereunder. As a condition to any assignment of this Lease by Tenant which is permitted under this Lease (including an effective registration statement under the Securities Act and under applicable state securities or blue sky lawsassignment to a Permitted Transferee), the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion assignee thereof shall be in form, substance and scope customary for opinions of counsel in comparable transactions) required to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company Landlord an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stockagreement, in substantially the form of this Warrant (any recordable form, whereby such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued assignee assumes and agrees with Landlord to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of discharge all of the rights and obligations of a holder of a WarrantTenant under this Lease.

Transfers. (a) IfExcept for Transfers that comply with this Article IV, at without the time Required Board Approval (which, for purposes of clarification, shall not in any event prejudice the rights of any Stockholder under Section 4.2 or 4.3), no Stockholder may Transfer all or any portion of such Stockholder's Capital Stock or Options or make or support an application being made for entry of a decree under Section 18-802 of the surrender Act or enter into an agreement to do or permit any of the foregoing actions. Notwithstanding the foregoing, ▇▇▇▇ NAOC shall be permitted to pledge its Capital Stock and the ▇▇▇▇ Warrant as collateral to secure indebtedness to a bank or trustee incorporated and doing business in the United States having a combined capital and surplus of at least $1 billion upon 45 days prior written notice (a "Pledge Notice") to the Company, WLR (as long as WLR is a Majority Stockholder) and Franklin (as long as Franklin is a Minority Stockholder). In no event may a Stockholder Transfer Capital Stock or Options to any Person who, in the reasonable opinion of the Board, is engaged (whether directly or through Affiliated entities) in any material business that is competitive with the Business. The Board shall notify any Stockholder within 20 Business Days of receipt of notice of any proposed Transfer of Capital Stock or Options whether or not the Board, in its reasonable discretion, deems such Transfer to be a prohibited Transfer to a competitor in accordance with the foregoing sentence. Notwithstanding the foregoing, nothing in this Agreement shall restrict a Change in Control transaction with respect to ▇▇▇▇ Corporation or any resulting Transfer as a result thereof. Any purported Transfer of a Stockholder's Capital Stock or Options which is in violation of this Warrant in connection with any transfer of this WarrantAgreement (a "Prohibited Transfer") shall be invalid and void, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, bind the Company may require, as a condition of allowing such transfer (i) that and shall have no effect whatsoever on the Holder Company or transferee of this Warrant, as the case may be, furnish its Stockholders. Any Stockholder which engages in any Prohibited Transfer shall be liable to the Company a written opinion of counsel (which opinion shall be in form, substance for all costs and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to expenses incurred by the Company an investment letter addressing as a result thereof or related thereto, including with respect to legal action required to enforce the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actterms of this Agreement. (b) If this Warrant is transferable pursuant Notwithstanding the foregoing, but subject to subparagraph (a) aboveSection 4.1(e), the prohibitions in Section 4.1(a) shall not apply to: (i) the Transfer by any Stockholder of Capital Stock or Options to the Permitted Transferees of such Stockholder, and (ii) the Transfer by any Stockholder of Capital Stock or Options to a third party, provided that such Stockholder complies with Sections 4.2 and 4.3, if applicable. (c) Any Transfer of Capital Stock or Options which is not prohibited by Section 4.1(a) or 4.1(e) shall be effective only if (i) such Transfer is in compliance with all applicable federal, state and foreign securities laws and (ii) the Transferee has agreed in writing to be bound by the terms and conditions of this Agreement. (d) If shares of Capital Stock or Options are certificated, each certificate representing the Capital Stock or Options shall be stamped or otherwise imprinted with a legend or legends customary in form reflecting the restrictions on transfer set forth in this Agreement and under applicable securities laws. (e) Notwithstanding anything to the contrary in this Agreement, in no event may a Transfer by any Stockholder be made if the Board concludes in good faith that such Transfer is reasonably likely to result in (i) the Company shall register the transfer being in violation of any portion applicable law, (ii) the dissolution of the Company or (iii) the Company having more than 450 holders of record (as such concept is understood for purposes of Section 12(g) of the Securities Exchange Act of 1934, as amended from time to time, and any relevant rules promulgated thereunder) of any class of its Capital Stock. In making the determination whether a Transfer is reasonably likely to result in any of the foregoing, the Board, in its sole discretion, may require the assignee to furnish, at such assignee's expense, an opinion of counsel passing on this Warrant issue in a form reasonably acceptable to the Warrant Register, upon surrender of this WarrantBoard, with the Form of Assignment attached hereto duly completed and signed, such counsel to be reasonably acceptable to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantBoard.

Transfers. (a) IfEach Consenting Creditor agrees that, at for the time duration of the surrender of this Warrant in connection with any transfer of this WarrantSupport Period, the transfer of this Warrant such Consenting Creditor shall not be registered pursuant to an effective registration statement under sell, transfer, loan, issue, participate, pledge, hypothecate, assign or otherwise dispose of (other than ordinary course pledges and/or swaps) (each, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims or Interests, including any beneficial ownership in any such Claims or Interests, or any option thereon or any right or interest therein (including grant any proxies, deposit any Claims or Interests into a voting trust, or entry into a voting agreement with respect thereto), unless the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer transferee thereof either (i) that the Holder is a Consenting Creditor or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that prior to such Transfer, agrees in writing for the holder benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to Consenting Creditors (including with respect to any and all Claims or Interests it already may hold against or in the Company prior to such Transfer) by executing a joinder agreement, a form of which is attached hereto as Exhibit B (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) business days of such execution, to counsel for the Company Parties and counsel to each of the Consenting Creditors, in which event (A) the transferee execute and deliver shall be deemed to be a Consenting Creditor hereunder to the Company an investment letter addressing the matters set forth on Schedule A attached heretoextent of such transferred Claims or Interests, and (iiiB) that the transferee transferor shall be an “accredited investor” as defined in Rule 501(a)(1)deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred Claims or Interests (such transfer, (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyerPermitted Transfer” as defined in Rule 144A(a) under and such party to such Permitted Transfer, a “Permitted Transferee”). Each Consenting Creditor agrees that any Transfer of any Claim that does not comply with the Securities Actterms and procedures set forth herein shall be deemed void ab initio, and the Company Parties and each other Consenting Creditor shall have the right to enforce the voiding of such Transfer. (b) If Notwithstanding anything to the contrary herein, a Qualified Marketmaker that acquires any Claims or Interests subject to this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, Agreement held by a Consenting Creditor with the Form purpose and intent of Assignment attached hereto duly completed acting as a Qualified Marketmaker for such Claims or Interests, shall not be required to become a party to this Agreement as a Consenting Creditor; provided, that (i) such Qualified Marketmaker, while it owns or holds any Claims or Interests subject to this Agreement, shall refrain from initiating or supporting any actions, including legal proceedings, that are inconsistent with the Restructuring Transactions or this Agreement, and signed, to (ii) the Consenting Creditor that completes the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Qualified Market Maker shall be issued solely responsible for the Qualified Marketmaker’s failure to comply with this Section 5.02(b). To the transferee and extent any Party is acting solely in its capacity as a New Warrant evidencing the remaining portion of this Warrant not so transferredQualified Marketmaker, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of it may Transfer any Claims or Interests that it acquires from a holder of Claims or Interests that is not a WarrantConsenting Creditor to a transferee that is not a Consenting Creditor at the time of such Transfer without the requirement that the transferee be or become a signatory to this Agreement or execute a Joinder Agreement.

Transfers. (ai) IfEach Supporting Creditor agrees that during the Support period, such Supporting Creditor shall not sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise dispose of (each, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims against the Company, unless the transferee thereof either (A) is a Supporting Creditor or (B) prior to such Transfer, agrees in writing for the benefit of the Parties to become a Supporting Creditor and to be bound by all of the terms of this Agreement applicable to Supporting Creditors (including with respect to any and all Claims it already may hold against or in the Company prior to such Transfer) by executing a joinder agreement, a form of which is attached hereto as Exhibit D (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) business days of such execution, to (i) counsel to the Company and (ii) Supporting Creditors’ Advisors, in which event (x) the transferee (including the Supporting Creditor transferee, if applicable) shall be deemed to be a Supporting Creditor hereunder to the extent of such transferred rights and obligations and (y) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Each Supporting Creditor agrees that any Transfer of any Claim or Interest that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Company and each other Supporting Creditor shall have the right to enforce the voiding of such Transfer. (ii) Notwithstanding anything herein to the contrary: (A) a Supporting Creditor may settle or deliver any Claims to settle any confirmed transaction pending as of the date of such Supporting Creditor’s entry into this Agreement (subject to compliance with applicable securities laws and it being understood that such Claims so acquired and held (i.e., not as a part of a short transaction) shall be subject to the terms of this Agreement); (B) a Supporting Creditor may Transfer its right, title, or interest in Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker become a Party; provided that (1)(x) such Qualified Marketmaker must Transfer such right, title, or interest in such Claims within the earlier of (A) ten (10) business days of its acquisition and (B) three (3) business days before the Plan voting deadline, in each case, to a transferee that is an entity that is not an affiliate, affiliated fund or affiliated entity with a common investment advisor and (y) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Supporting Creditor at the time of such transfer, or (2) the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not Qualified Marketmaker will be registered pursuant required to an effective registration statement under the Securities Act execute and under applicable state securities or blue sky laws, the Company may require, as deliver a condition of allowing such transfer Joinder Agreement; and (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactionsC) to the effect extent that such transfer a Supporting Creditor is acting in its capacity as a Qualified Marketmaker, it may be made without registration under the Securities Act and under applicable state securities Transfer (by purchase, sale, assignment, participation, or blue sky lawsotherwise) any right, (ii) title, or interests in Claims that the Qualified Marketmaker acquires from a holder or transferee execute and deliver to of the Company an investment letter addressing Claims who is not a Supporting Creditor without the matters set forth on Schedule A attached hereto, and (iii) requirement that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act become a Supporting Creditor or execute a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActJoinder Agreement. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfPrior to January 1, at 2017, the time Stockholder may not, without the approval of the surrender Corporation determined by a majority of this Warrant the directors not affiliated or associated with the Stockholder, sell Voting Securities that, taken together with the Voting Securities sold by FIMI after the Closing, represent more than 10% of all Voting Securities owned in connection with the aggregate by the Stockholder and FIMI as of the Closing, regardless of any transfer of this Warrantother agreement, ruling or other document that would otherwise permit such sale. Following January 1, 2017, the transfer of this Warrant Stockholder shall not be registered pursuant to an effective registration statement under restricted from making sales of Voting Securities but shall not extend any shareholders’ agreement with FIMI (which will terminate on May 22, 2017) and shall not act in concert with FIMI for the Securities Act and under applicable state securities or blue sky lawspurpose of selling Voting Securities. Notwithstanding the foregoing, following January 1, 2017, the Company Stockholder may require, as a condition of allowing such transfer act in concert with FIMI to sell Voting Securities if the Stockholder provides the Corporation with at least 20 days’ prior written notice (i) that the Holder or transferee of this Warrant, as the case may be, furnish “Notice”). The Corporation’s response to the Company a written opinion of counsel (which opinion Notice shall be in form, substance and scope customary for opinions determined by a majority of counsel in comparable transactions) to the effect that such transfer may be made without registration under directors not affiliated or associated with the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActStockholder. (b) If this Warrant is transferable The provisions of Section 4(a) shall not apply to sales of Voting Securities: (i) in any public market, (ii) by means of a prospectus included in any registration statement filed or to be filed by the Corporation with the Commission, (iii) as part of a merger or other acquisition of the Corporation approved by the Corporation's Board of Directors, or (iv) through a public tender offer; provided that the Stockholder may not intentionally sell Voting Securities pursuant to subparagraph Section 4(b)(i) to a single buyer or group (awithin the meaning of Rule 13d-3 under the Exchange Act). (c) aboveFor the purposes of this Section 4, the Company parties hereto acknowledge and agree that the Stockholder and FIMI shall register the transfer of any portion of this Warrant not be deemed to be acting in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, concert solely due to the Transfer Agent existence of: (i) any tax escrow agreement, (ii) this Agreement or (iii) any agreement between the Corporation and FIMI in a form substantially similar to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantAgreement.

Transfers. (a) IfThe Shares (and any interest therein) shall be transferable upon the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), except to any Permitted Transferee of a transferor, which shall not require such consent; provided, that upon the earlier of (i) the date that is the six (6) month anniversary of the date hereof, (ii) thirty (30) days following the consummation of the Equity Rights Offering and (iii) the failure of the stockholders of the Company to provide the Stockholder Approval at the time first Stockholders Meeting, the Shares (and any interest therein) shall be freely transferable without such consent, subject to restrictions under applicable securities laws. Notwithstanding the foregoing, neither the Shares (nor any interest therein), nor any shares of Common Stock (nor any interest therein), shall be transferable to any Person (other than to a Permitted Transferee of a transferor) if, following such transfer, such transferee and its Affiliates would own, in the aggregate, shares of Common Stock (including any Shares voting on an as-converted basis) that represent 14.99% or more of the surrender voting power of this Warrant in connection with the issued and outstanding shares of Common Stock; provided, however, that the foregoing transfer restriction shall not apply to any transfer of this Warrant, Shares (or any interest therein) or Common Stock (or any interest therein) in a transaction undertaken on the open market or otherwise pursuant to a brokerage sale. No transfer of this Warrant Shares (or any interest therein) shall not be registered pursuant to an effective registration statement under unless and until the Securities Act transferee shall have executed 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, as the case may be, furnish delivered to the Company a written opinion Joinder in substantially the form attached hereto as Exhibit A (unless such transferee is a Holder at such time). Any transfer in violation of counsel (which opinion this Section 1.2(a) shall be in form, substance null and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actvoid. (b) If this Warrant is transferable The Company shall keep at its principal office a register for the registration of the Shares. Upon the surrender of any certificate representing any Share at such place, the Company shall, upon the request of the Holder of such certificate, promptly (but in any event within three Business Days after such request) prepare, execute and deliver (at the Company’s expense) new certificates in exchange therefor. Such certificate shall be registered in the name requested by the Holder of the surrendered certificate. The issuance of such new certificates shall be made without charge to the Holders, and the Company shall pay for any cost incurred by the Company in connection with such issuance, including any documentary, stamp and similar issuance or transfer Tax in respect of the preparation, execution and delivery of such new certificates pursuant to subparagraph this Section 1.2. All transfers and exchanges of the Shares shall be made promptly by direct registration on the books and records of the Company and the Company shall take all such other actions as may be required to reflect and facilitate all transfers and exchanges not prohibited by this Section 1.2. (ac) aboveUpon receipt of evidence in form and substance reasonably satisfactory to the Company (it being understood that an affidavit of the applicable Holder shall be reasonably satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares, and in the case of any such loss, theft or destruction, upon receipt of an indemnity in form and substance reasonably satisfactory to the Company (provided that, if the Holder is a financial institution or other institutional investor, its own agreement shall be reasonably satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company shall register (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the transfer Shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. (d) During the Standstill Period, if the Company or any portion of this Warrant its Subsidiaries proposes to issue additional Shares, shares of Common Stock or other capital stock of the Company, any warrants, options or other rights to acquire Shares, shares of Common Stock or other capital stock of the Company, debt securities that are convertible into Shares, shares of Common Stock or other capital stock or any other equity securities of the Company or any of its Subsidiaries (the “Participation Shares”), the Company shall provide written notice to each Holder of such anticipated issuance no later than ten (10) days prior to the anticipated issuance date (or two (2) Business Days in connection with any overnight or bought underwritten offering). Such notice shall set forth the principal terms and conditions of the issuance, including the proposed purchase price for the new Participation Shares, and the Pro Rata Portion of such new Participation Shares which the Holder to which the notice is directed may purchase in connection with such issuance. Each Holder shall have the right to purchase up to its Pro Rata Portion of such new Participation Shares at the price and on the terms and conditions specified in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or Company’s notice by delivering written notice to the Company no later than five (5) days from the date the Company’s notice is delivered to such Holder (or one (1) Business Day in connection with any overnight or bought underwritten offering), at its address the price and upon the terms specified hereinin such notice, by delivering written notice to the Company setting out the number of new Participation Shares with respect to which such right is exercised. Upon any Such notice of such registration or transfer, a Holder shall also include the maximum number of new warrant Participation Shares the Holder would be willing to purchase in the event any other Person elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Holder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares, the Company shall allocate any remaining amount among the other Holders (pro rata in accordance with the shares of Common Stock (on a fully diluted, as-converted basis) then held by each such Holder relative to the aggregate number of shares of Common Stock (on a fully diluted, as-converted basis) held by all Holders participating in such issuance of Participation Shares) who have indicated in their notice to the Company a desire to purchase new Participation Shares in excess of their respective Pro Rata Portions; provided that no Holder shall be required to purchase more Participation Shares than the maximum number set forth in such Holder’s written notice. In the event Holders do not purchase all such new Participation Shares in accordance with the procedures set forth in this Section 1.2(d), the Company shall have sixty (60) days after the expiration of the ten (10) day period to sell to other Persons the remaining new Participation Shares at the price and on the terms and conditions specified in the Company’s notice to the Holders pursuant to this Section 1.2(d). If the Company fails to sell such Participation Shares within sixty (60) days of the anticipated issuance date provided in the notice given to Holders pursuant to this Section 1.2(d), the Company shall not thereafter issue or sell any Participation Shares without first offering such Participation Shares to the Holders in the manner provided in this Section 1.2(d). Notwithstanding anything to the contrary in this Section 1.2(d), this Section 1.2(d) shall not apply to (i) any issuance of shares of Common Stock (or options to acquire shares of Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued ) to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance employees of the New Warrant Company or any of its Subsidiaries pursuant to a stock option plan or other equity incentive plan that has been approved by the transferee thereof shall be deemed Board, (ii) the acceptance issuance of shares of Common Stock as consideration for an acquisition by such transferee the Company or its Subsidiaries of all of another business in an arms’ length transaction or (iii) the rights and obligations of a holder of a WarrantEquity Rights Offering.

Transfers. (a1) IfExcept as otherwise provided in paragraph (2), at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that TC-Oriole shall not Transfer any Ownership Interests in the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsOperating Partnership, (ii) that neither the holder or transferee execute and deliver to Operating Partnership nor the REIT Sub shall Transfer any Ownership Interests in the Property Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that neither the transferee be an “accredited investor” as defined Property Company nor the REIT Sub shall Transfer any Ownership Interests in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actany Owner. (b2) If this Warrant is transferable Notwithstanding anything to the contrary in paragraph (1), TC-Oriole, the Operating Partnership and the REIT Sub may, without the consent of the Lender, gran▇ ▇ ▇▇▇▇ on any Ownership Interests (other than the REIT Sub's Ownership Interests in any Owner, such Ownership Interests having been previously assigned to the Lender pursuant to subparagraph the Assignment of Partnership Interests) to an Institutional Lender to secure an Indebtedness to the Institutional Lender, provided that (ai) abovethe Person granting the Lien gives the Lender at least 15 days' advance written notice of the Lien and (ii) the Lender has been given at least 15 days to review and approve all documents creating, perfecting and governing the Lien, which approval shall be given if there is no provision which, in the Lender's determination, will conflict with, or cause a breach under, the Company shall register the transfer of any portion provisions of this Warrant Agreement or the other Loan Documents. Nothing in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof foregoing shall be deemed to permit, without the acceptance Lender's consent, the sale, assignment, transfer or other disposition of an Ownership Interest which is subject to a Lien permitted under this paragraph (2) to the purchaser at a secured party sale or foreclosure sale (or to a transferee by such transferee a conveyance in lieu of all foreclosure) in connection with a foreclosure or other disposition of the rights and obligations Lien (but such sale, assignment, transfer or other disposition shall not be considered a Recourse Transfer under Section 21.02). (3) With respect to the grant of a holder Lien which is permitted under paragraph (2), the TC Party granting the Lien shall use reasonable commercial efforts to obtain from the Institutional Lender a written undertaking, for the benefit of the Lender, that, in the event the Institutional Lender gives the TC Party a notice, under the loan documents evidencing or otherwise relating to the Indebtedness, which is in the nature of a Warrantnotice of default, a notice of acceleration of the Indebtedness, a notice of foreclosure or a notice of the commencement of the exercise of any other remedy against the TC Party or the Ownership Interests, then the Institutional Lender shall also endeavor to give to the Lender a simultaneous copy of the notice. The undertaking may be conditioned on the receipt by the Institutional Lender of a written confirmation by the TC Parties and the Lender (which the TC Parties and the Lender hereby agree to give) that the failure of the Institutional Lender to give such notices shall not (i) constitute a default by the Institutional Lender under the loan documents evidencing or otherwise relating to the Indebtedness, (ii) give rise to any claim by the TC Parties or the Lender against the Institutional Lender or (iii) invalidate or otherwise affect the efficacy of any notice given by the Institutional Lender to any TC Party.

Transfers. (a) If, at All transfers of Loaned Shares to Borrower hereunder shall be made by the time crediting by a Clearing Organization of such Loaned Shares to the Borrower's "securities account" (within the meaning of Section 8-501 of the surrender UCC) maintained with such Clearing Organization as Borrower shall inform Lender. All transfers of this Warrant in connection Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender's Designated Account (whereupon, for the avoidance of doubt, such Loaned Shares credited to Lender's Designated Account shall become the property of Lender, and Borrower shall have no voting, dispositive control or pecuniary interest with any respect thereto). In every transfer of this Warrant"financial assets" (within the meaning of Section 8-102 of the UCC) hereunder, the transfer of this Warrant transferor shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer take all steps necessary (i) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement with respect to such financial assets in favor of the transferee under Section 8¬501 of the UCC, (ii) to enable the transferee to obtain "control" (within the meaning of Section 8-106 of the UCC), and (iii) to provide the transferee with comparable rights under any applicable foreign law or regulation that is applicable to such transfer. (b) All transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable funds, to the Holder account specified by the relevant party. (c) A transfer of securities or cash may be effected under this Section 11 on any day except a day on which the transferee is closed for business at its address set forth in Section 15 or Section 2 or a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (d) The rights and duties of Borrower under this WarrantAgreement may not be assigned or transferred by Borrower without the prior written consent of Lender, such consent not to be unreasonably withheld; provided that Borrower may assign or transfer any of its rights or duties hereunder to Borrower's ultimate parent entity or any directly or indirectly wholly-owned subsidiary or affiliate of Borrower's ultimate parent entity (a "Permitted Transferee") without the prior written consent of Lender as long as such Permitted Transferee is of equal or better credit rating as the borrower or is guaranteed by the Borrower or an entity of equal or better credit rating as the Borrower. (e) The rights and duties of Lender or Ship Finance under this Agreement may not be assigned or transferred by Lender or Ship Finance, as the case may be, furnish to without the Company a prior written opinion consent of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActBorrower. (bf) If this Warrant Any purported transfer that is transferable pursuant to subparagraph (anot in compliance with Section 11(d) above, the Company shall register the transfer of any portion or 11(e) of this Warrant in agreement, as the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if anycase may be, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights null and obligations of a holder of a Warrantvoid.

Transfers. During the Support Period, each Consenting Noteholder agrees that it will not, without the prior written consent of the Company, other than pursuant to the terms hereof, directly or indirectly, by operation of Law or otherwise, sell, transfer, pledge, deposit, hypothecate, assign or otherwise dispose of (including by gift) or encumber, or enter into any contract, agreement, arrangement or understanding or grant any proxy (other than any such contracts, agreements, arrangements, understandings or proxies taken in furtherance of the Consenting Noteholder’s obligations under this Agreement) with respect to the sale, transfer, conversion, pledge, deposit, hypothecation, assignment or other disposition or encumbrance of, any Consenting Notes held by such party to any person or entity (each, a “Transfer”); provided, however, that any Consenting Noteholder may Transfer its Consenting Notes (a) Ifif the transferee is a party to this Agreement or (b) if the transferee is not a party to this Agreement prior to or upon the effectiveness of the Transfer, such transferee delivers to the Company, at or prior to the time of the surrender proposed Transfer, a fully executed Accession Letter pursuant to which the transferee shall assume all obligations of the transferor hereunder in respect of the Consenting Notes being transferred. Any Transfer that does not comply with the foregoing shall be deemed void ab initio. This Agreement shall in no way be construed to preclude any holder of Consenting Notes from acquiring additional Notes or any other interests in the Company; provided, that any such additional Notes and other interests shall automatically and immediately upon acquisition become Consenting Notes of that holder subject to the terms of this Warrant in connection with any transfer of this WarrantAgreement. Notwithstanding the foregoing, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) the Consenting Noteholder may Transfer any right, title or interest in its Consenting Notes to an entity that is acting in its capacity as a Qualified Market Maker without the requirement that the Holder Qualified Market Maker be or become a Consenting Noteholder, provided that any subsequent Transfer by such Qualified Market Maker of the right, title or interest in its Consenting Notes is to a transferee of this Warrant, as the case may be, furnish that is or becomes a Consenting Noteholder at or prior to the Company a written opinion effectiveness of counsel (which opinion shall be in formthe Transfer, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that in respect of any Consenting Notes held or controlled by one or more proprietary trading desks of a Consenting Noteholder when such Consenting Noteholder is acting as a Qualified Market Maker, such proprietary trading desk when acting as a Qualified Market Maker may transfer such interest in the holder Consenting Notes (by purchase, sale, assignment, participation, or otherwise) within five Business Days after its acquisition to a Consenting Noteholder or to a transferee execute and deliver who becomes a EAST\184427738.2 Consenting Noteholder prior to or at the effectiveness of such Transfer; in each case provided a Qualified Market maker agrees, solely to the Company an investment letter addressing extent it holds any Consenting Notes as of the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedRecord Time, to act in accordance with this Agreement with respect to any vote or consent required under this Agreement, including, for the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transferavoidance of doubt, a new warrant to purchase Common Stock, in substantially vote on the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantScheme.

Transfers. Subject to compliance with the provisions of this Agreement and applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (aexcept for transfer taxes) If, at the time of the upon surrender of this Warrant Agreement properly endorsed. Subject to such compliance, each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in connection blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this WarrantAgreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding the above, Warrantholder may transfer all or part of this Warrant to its Affiliates, including, without limitation, Comerica Incorporated, at any time without notice or the delivery of any other instrument to the Company, and such Affiliate shall then be entitled to all the rights of Warrantholder under this Warrant and any related agreements, and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the Affiliate that exercises this Warrant. Each certificate representing shares acquired upon exercise of such Warrant shall bear a legend substantially in the following form: “The securities represented by this certificate have not be been registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may requireof 1933, as a condition amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish counsel satisfactory to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) is obtained to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actis not required. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) If, at All transfers of Loaned Shares to Borrower hereunder shall be made by the time crediting by a Clearing Organization of such Loaned Shares to the Borrower's "securities account" (within the meaning of Section 8-501 of the surrender UCC) maintained with such Clearing Organization, which shall be D▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇#▇▇▇▇ Account Number 906-43690 (Attention: J▇▇▇ ▇▇▇▇▇▇), or such other account as Borrower shall inform Lender. All transfers of this Warrant in connection Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender's Designated Account (whereupon, for the avoidance of doubt, such Loaned Shares credited to Lender's Designated Account shall become the property of Lender, and Borrower shall have no voting, dispositive control or pecuniary interest with any respect thereto). In every transfer of this Warrant"financial assets" (within the meaning of Section 8-102 of the UCC) hereunder, the transfer of this Warrant transferor shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer take all steps necessary (i) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement in favor of the transferee under Section 8-501 of the UCC, (ii) to enable the transferee to obtain "control" (within the meaning of Section 8-106 of the UCC), and (iii) to provide the transferee with comparable rights under any applicable foreign law or regulation that is applicable to such transfer. (b) All transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable funds. (c) A transfer of securities or cash may be effected under this Section 11 on any day except a day on which the Holder transferee is closed for business at its address set forth in Section 15 or transferee Section 2 or a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (d) The rights and duties of Borrower under this Agreement may not be assigned or transferred by Borrower without the prior written consent of Lender, such consent not to be unreasonably withheld; provided that Borrower may assign or transfer any of its rights or duties hereunder to Borrower's ultimate parent entity or any directly or indirectly wholly-owned subsidiary or affiliate of Borrower's ultimate parent entity (a "Permitted Transferee") without the prior written consent of Lender as long as such Permitted Transferee is of equal or better credit rating as the borrower or is guaranteed by the Borrower or an entity of equal or better credit rating as the Borrower. (e) The rights and duties of Lender under this Agreement may not be assigned or transferred by Lender without the prior written consent of Borrower. (f) Any purported transfer that is not in compliance with Section 11(d) or 11(e) of this Warrantagreement, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance null and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Actvoid. (bg) If this Warrant Whenever delivery of funds or other assets is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent required hereunder by or to the Company at its address specified herein. Upon any Lender, such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred delivery shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warranteffected through DBSI.

Transfers. 16.4.1 Any Bank (the “Transferor Bank”) may, at any time, cause all or any part (which, in the case of a transfer of part only, shall be in an amount of its Commitment and Contribution which is not less than ten million Dollars ($10,000,000)) of its rights, interests, obligations and liabilities under and pursuant to this Agreement and the other Facility Documents to be transferred to (a) Ifany of its Subsidiaries or Affiliates or to a federal reserve bank, at central bank or other monetary or regulatory authority having jurisdiction over that Bank, subject to (unless an Event of Default has occurred and is continuing) the time prior written consent of the surrender Bluewater Agent (such consent not to be unreasonably withheld or delayed) where any such transfer would increase the costs of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered Obligor under or pursuant to an effective registration statement under any of the Securities Act and under applicable state securities or blue sky laws, the Company may require, as Facility Documents to which that Obligor is a condition of allowing such transfer party (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7but not otherwise), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant unless an Event of Default has occurred and is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrantcontinuing, with the Form consent of Assignment attached hereto the Bluewater Agent (such consent not to be unreasonably withheld or delayed), to any other bank or financial institution which is a Qualifying Bank (a “Transferee”), in each case by delivering to the Facility Agent a Transfer Certificate duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant duly executed by the transferee thereof Transferor Bank and the Transferee. If the Bluewater Agent fails to respond to a request for its consent within ten (10) days of that request being made, the Bluewater Agent shall be deemed to have given the acceptance consent requested. 16.4.2 Any transfer by such transferee of a Bank shall be offered and effected in compliance with all applicable laws and regulations. No transfer by a Bank will be binding on, or effective in relation to, any of the rights Borrowers, the Bluewater Agent, the Facility Agent, the Security Trustee, the Arranger and obligations the other Banks unless it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 16.4 which is executed by or on behalf of the Transferor Bank, the Transferee and the Facility Agent (on behalf of itself and each of the Borrowers, the Bluewater Agent, the Security Trustee, the Arranger and the other Banks). Each Transferor Bank shall pay to the Facility Agent, in relation to each Transfer Certificate delivered to the Facility Agent by that Transferor Bank, a holder fee in the amount of a Warrant.two thousand Dollars ($2,000). Upon the execution of any Transfer Certificate by the Facility Agent, which execution shall be effected as promptly as is practicable and in any event within five (5) Banking Days after that Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of that Transfer Certificate, that Transfer Certificate shall have effect as follows:

Transfers. (a) IfBy acceptance hereof, at the time Holder acknowledges that this Convertible Note and the capital stock of Borrower that may be issued upon its conversion have not been registered under the surrender Securities Act, and Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Convertible Note or any capital stock issued upon its conversion in connection with any transfer the absence of this Warrant, the transfer of this Warrant shall not be registered pursuant to (i) an effective registration statement under the Securities Act as to this Convertible Note or such securities and registration or qualification of this Convertible Note or such securities under any applicable Blue Sky or state securities laws then in effect, or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) an opinion of counsel, reasonably satisfactory to Borrower, that such registration and qualification are not required. Each certificate or other instrument for capital stock issued upon the holder or transferee execute and deliver to conversion of this Convertible Note shall bear a legend in the Company an investment letter addressing the matters form set forth on Schedule A attached hereto, and (iii) that in the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActPurchase Agreement. (b) If Subject to the provisions of SECTION 5(a) hereof, this Warrant is transferable pursuant to subparagraph (a) aboveConvertible Note and all rights hereunder are transferable, in whole or in part, upon surrender of the Company shall register Convertible Note with a properly executed assignment, in the transfer form prescribed by Borrower, at the principal office of Borrower; PROVIDED, HOWEVER, that, except for transfers by Holder of all or any portion of this Warrant Convertible Note to any parent, subsidiary or affiliate of Holder or to any officer, director, partner or member of any such parent, subsidiary or affiliate, this Convertible Note may not be transferred in whole or in part without the prior written consent of Borrower. (c) Until any transfer of this Convertible Note is made in the Warrant RegisterConvertible Note register, upon surrender Borrower may treat the registered Holder as the absolute owner hereof for all purposes; PROVIDED, HOWEVER, that if and when this Convertible Note is properly assigned in blank, Borrower may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (d) Borrower will maintain a register containing the names and addresses of the registered Holders of this WarrantConvertible Note. Any registered Holder may change such registered Holder's address as shown on the Convertible Note register by written notice to Borrower requesting such change. (e) In the reasonable discretion of Borrower, with the Form Borrower may condition any transfer of Assignment attached hereto duly completed and signed, to the Transfer Agent all or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued Convertible Note (other than a disposition satisfying the conditions set forth in clause (i) of SECTION 5(a) above) upon the transferee's delivery to Borrower of a written agreement, in form and substance reasonably satisfactory to Borrower, whereby the transferee (i) makes such representations and warranties to and for the benefit of Borrower as are comparable to the transferee representations and a New Warrant evidencing warranties of the remaining portion purchaser of this Warrant not so transferredthe Convertible Note as set forth in the Purchase Agreement, if any, shall be issued as and to the transferring Holder. The acceptance of extent applicable to the New Warrant proposed disposition, and (ii) agrees to be bound by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warranttransfer restrictions set forth in this SECTION 5.

Transfers. (a) If, at Neither the time Warrants nor the Warrant Shares shall be transferred to any person other than an Affiliate of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered Holder other than pursuant to an effective registration statement under the Securities Act and under any applicable state securities laws or blue sky lawsan exemption from the registration provisions thereof. Each certificate, if any, evidencing such shares of Common Stock issued upon any such transfer, other than in a public offering pursuant to an effective registration statement shall bear the Company may requirerestrictive legend set forth in Section 10, as a condition of allowing such transfer (i) that unless in the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that transferring Holder, such transfer may be made without registration under legend is not required for the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under 20 purposes of compliance with the Securities Act. The Holder shall not be entitled to transfer the Warrant or the Warrant Shares or the Conversion Shares except in accordance with this Section 11 or Section 20 hereof. (b) If Subject to compliance with the restrictions on transfer set forth in this Warrant is transferable pursuant to subparagraph (a) aboveSection 11, the Company shall register the each transfer of any portion the Warrants and all rights thereunder, in whole or in part, shall be registered on the books of this Warrant in the Warrant RegisterENTEX to be maintained for such purpose, upon surrender of this Warranta Warrant at the Designated Office of ENTEX designated for such purpose pursuant to Section 20, together with a written assignment of the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, Warrant in substantially the form of this Annex II to Exhibit A hereto duly executed by the Holder or its agent or attorney. Upon such surrender and delivery, ENTEX shall execute and deliver a new Warrant (any or Warrants in the name of the assignee or assignees for the number of Warrant Shares specified in such instrument of assignment, and shall issue to the assignor a new warrant, a “New Warrant”), Warrant evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredassigned, if any. A Warrant, if properly assigned in compliance with the provisions hereof, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. All Warrants issued upon any assignment of Warrants shall be issued the valid obligations of ENTEX, evidencing the same rights, and entitled to the transferring Holder. The acceptance same benefits as the Warrants surrendered upon such registration of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warranttransfer or exchange.

Transfers. No transfer of ownership shall be made by any Member during the first five (a5) If, at years from the time date of this Agreement unless one or more of the surrender of this Warrant in connection with any transfer of this Warrant, following conditions is met: (1) the transfer of this Warrant shall not ownership involves a sale of the ownership from one Member to another Member, (2) all private loans have been paid 100% of their principal and interest and no longer have any debt associated with the Project, (3) the transfer of ownership involves a sale whose proceeds will be registered pursuant used to an effective registration statement under pay off all outstanding private loans, or (4) the Securities Act and under applicable state securities or blue sky laws, transfer is approved by a Supermajority Vote of the Company may require, as a condition of allowing such Members. Any Member (the "Transferring Member") who wishes to make any voluntary transfer (i"Voluntary Lifetime Transfer(s)"), or any Member who has any information that would reasonably lead such Member to expect that a Transfer during the lifetime of the Member which is not voluntary ("Involuntary Lifetime Transfer(s)") that is foreseeable must promptly send a notice to each other Member and be deemed to have offered to sell such Member's Membership Interest otherwise to be Transferred ("Offered Membership Interest") to the Holder or transferee of this Warrant, as the case may be, furnish other Members and to the Company at the Agreement Price and on the Agreement Terms, as hereinafter defined. Such notice shall include a written opinion statement of counsel the type of proposed transfer, the name, address (which opinion shall both home and office), and business or occupation of the person to whom such Membership Interest would be in formtransferred, substance and scope customary for opinions of counsel in comparable transactions) any other facts that are or would reasonably be deemed material to the effect that proposed transfer. 6.3.1 Each other Member shall have thirty (30) days from such transfer notice in which to elect to buy all or any of the Offered Membership Interest. The other Members may be made without registration under elect to buy the Securities Act and under applicable state securities or blue sky laws, Offered Membership Interest in proportion to their respective Membership Interests (ii) that excluding the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7Offered Membership Interest), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” in such other proportions as defined in Rule 144A(a) under the Securities Actthey shall agree upon. 6.3.2 If the other Members shall not elect to buy all of the Offered Membership Interest within such thirty (b30) If this Warrant is transferable pursuant to subparagraph (a) aboveday period, the Company shall register have thirty (30) days from the transfer expiration of such thirty (30) day period in which to elect to buy all, but not less than all, of the Offered Membership Interest the other Members did not elect to buy. 6.3.3 If the other Members and the Company do not agree to buy in the aggregate all of the Offered Membership Interest within such two (2) option periods, such Transfer may be completed. If such Transfer is not consummated within thirty (30) days after the expiration of such two (2) option periods, the provisions of this Agreement will again apply to such Offered Membership Interest as if no such Transfer had been contemplated and no notice had been given. A Transfer is consummated when the Company has been given notice that legal title to the Membership Interest has been transferred, subject to recordation on its books. In the event the Transferring Member has proposed to sell the Offered Membership Interest to a third party pursuant to a bona fide offer to purchase such Offered Membership Interest and the Company and/or the other Members exercise their option to purchase pursuant to this Article VI, the Agreement Price for such Offered Membership Interest shall be as set forth in the bona fide offer to purchase and shall be paid in accordance with the terms and conditions set forth in the notice provided to the Company and the other Members; provided, however, that in the event the Transferring Member has agreed with the third party to "carry" any portion of this Warrant the Agreement Price by accepting a promissory note for all or any portion of the Agreement Price, the Company and/or the other Members, as applicable, shall only be entitled to purchase the Offered Membership Interest on those same terms in the Warrant Registerevent they can provide security that is of equal value to that being offered by the third party and its creditworthiness is equal to or better than that of the third party. Otherwise, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transferand/or the other Members, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if anyas applicable, shall be issued required to pay cash for the Offered Membership Interest in the event it exercises its rights as set forth herein. In all other instances in which the Company and/or the other Members, as applicable exercise purchase rights pursuant to this Article 6, the Agreement Price for the Offered Membership Interest shall be paid pursuant to the transferring Holder. The acceptance terms of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantArticle 6.6 below.

Transfers. (a) If, at This Warrant and the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant Shares shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities sold or blue sky laws, the Company may require, as a condition of allowing such transfer transferred unless either (i) that they first shall have been registered under the Holder Act, or transferee (ii) the Company first shall have been furnished with an opinion of this Warrantlegal counsel, as the case may be, furnish reasonably satisfactory to the Company a written opinion of counsel (which opinion shall be in formCompany, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such sale or transfer may is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be made without registration under required for (i) a transfer by a Registered Holder which is an entity to a parent, subsidiary or affiliate of such entity or to a stockholder or member of such entity or to the Securities Act and under applicable state securities estate of any such stockholder or blue sky lawsmember, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section or (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined a transfer made in accordance with Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated 144 under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, (i) at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or are sold pursuant to Rule 144 and (ii) at any time that a Registration Statement is in effect covering resales of the Warrant Shares. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of this Section, this Warrant is transferable pursuant to subparagraph (a) aboveand all rights hereunder are transferable, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerwhole or in part, upon surrender of this Warrant, Warrant with the Form of Assignment a properly executed assignment in a form substantially similar to that attached hereto duly completed and signed, to the Transfer Agent or as Exhibit II to the Company at its address specified herein. Upon any principal office or, if another office or agency has been designated by the Company for such registration purpose, then at such other office or transfer, a new warrant to purchase Common Stock, in substantially agency. (e) The Company shall not close its books against the form transfer of this Warrant (or any such new warrant, a “New Warrant”), evidencing share of Common Stock issued or issuable upon the portion exercise of this Warrant so transferred in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be issued necessary to ensure that the transferee and a New Warrant evidencing par value per share of the remaining portion unissued Common Stock acquirable upon exercisable of this Warrant not so transferred, if any, shall be issued is at all times equal to or less than the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantPurchase Price then in effect.

Transfers. (a) IfTenant shall not, at without the time prior written consent of the surrender of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Warrant in connection with Lease or any interest hereunder, permit any assignment, or other transfer of this WarrantLease or any interest hereunder by operation of law, sublet the transfer Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of this Warrant the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be registered pursuant to an effective registration statement under less than thirty (30) days nor more than one hundred eighty (180) days after the Securities Act and under applicable state securities or blue sky laws, date of delivery of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky lawsTransfer Notice, (ii) that a description of the holder or transferee execute and deliver portion of the Premises to be transferred (the Company an investment letter addressing the matters set forth on Schedule A attached hereto“Subject Space”), and (iii) a copy of the operative document effecting the proposed Transfer, (iv) the calculation of the Transfer Premium, as that the transferee be an “accredited investor” as term is defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common StockSection 14.3 below, in substantially the form of this Warrant (any connection with such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredTransfer, if any, shall be issued to (v) the transferring Holder. The acceptance name and address of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee proposed Transferee, and (vi) in connection with a sublease of all less than a full floor of the rights Premises, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof. In connection with items (iii) and obligations (iv) above, Landlord shall execute, at Tenant’s request, a commercially reasonable confidentiality and nondisclosure agreement prior to receipt of the documentation provided for therein. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a holder of default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord; provided, however, that in no event shall such fees exceed $2,000.00 in connection with a Warrantsingle Transfer (so long as no material amendment to this Lease is required in connection therewith).

Transfers. (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that The Consenting Lenders agree that, for the Holder duration of the Restructuring Support Period, none of the Consenting Lenders shall sell, contract to sell, give, transfer, loan, issue, pledge, encumber, grant a security interest in (except for blanket security interests of lenders to any of the Consenting Lenders), hypothecate, assign, offer or otherwise transfer or dispose of (including by participation) any economic, voting or other rights in or to, directly or indirectly, in whole or in part, all or any portion of any of the Loans, other claims or Equity Interests, as applicable, or any option thereon or any right or interest therein (including grant any proxies, deposit any Loans, instruments representing other claims or Equity Interests into a voting trust or enter into a voting agreement with respect to any Loans, other claims or Equity Interests), unless the transferee thereof either (i) is a Consenting Lender, or (ii) prior to such transfer, agrees in writing for the benefit of the Transaction Parties to be bound by all of the terms of this WarrantAgreement applicable to the Consenting Lenders (including with respect to any and all claims or interests it already may hold against or in the Company prior to such transfer) by executing the joinder attached hereto as Exhibit E (the “Joinder Agreement”), as the case may beand delivering an executed copy thereof, furnish prior to such transfer, to the Company a written opinion of counsel and Stroock, in which event (which opinion x) the transferee shall be in form, substance and scope customary for opinions of counsel in comparable transactions) deemed to be a Consenting Lender hereunder to the effect extent of such transferred rights and obligations and (y) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Notwithstanding anything contained in this Agreement to the contrary, during the Restructuring Support Period, a Consenting Lender may offer, sell or otherwise transfer any or all of its holdings of Loans, other claims or Equity Interests, as applicable, to any entity that, as of the date of transfer, controls, is controlled by or is under common control with any Consenting Lender; provided, however, that such transfer may transferee entity shall automatically be made without registration under subject to the Securities Act terms of this Agreement and under applicable state securities or blue sky lawsdeemed a Consenting Lender party hereto and shall, (ii) that the holder or transferee prior to such transfer, execute and deliver to Stroock and the Company an investment letter addressing a Joinder Agreement hereto. The Consenting Lenders agree that any purported sale, transfer or assignment of any Loans, other claims or Equity Interests, as applicable, that does not comply with the matters terms and procedures set forth on Schedule A attached heretoin this Agreement shall be void ab initio, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under Transaction Parties shall have the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under right to enforce the Securities Actvoiding of such transfer. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Transfers. (a) IfSubject to Section 11(b) below and compliance with applicable federal and state securities laws, at this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the time holder hereof (except for transfer taxes) upon receipt by the Warrantholder of the prior written consent of the Company and surrender of this Warrant Agreement properly endorsed. The transfer of this Agreement which has been consented to by the Company in accordance with this Section 11 shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding anything herein or in any legend to the contrary, the Company shall not require an opinion of counsel in connection with any sale, assignment or other transfer of this Warrant, by the transfer Warrantholder of this Warrant shall not be registered pursuant (or any portion hereof or any interest herein) or of any shares of Common Stock issued upon any exercise hereof to an effective registration statement under affiliate (as defined in Regulation D) of the Securities Act and under applicable state securities or blue sky lawsWarrantholder, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect provided that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be affiliate is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.Regulation D. (b) If In the event of any transfer to an Hercules Affiliate, the transfer requirements set forth in Section 11(a) above shall be satisfied by Warrantholder delivering to the Company a Transfer Notice; provided that: (i) Warrantholder will not be required to surrender this Warrant; (ii) the Company will note such Hercules Affiliate as the Warrantholder in the Company’s records and, as applicable, with any transfer agent; (iii) such Hercules Affiliate will otherwise be deemed to be the “Warrantholder” of this Warrant is transferable pursuant with respect to subparagraph the transferred portion thereof; and (aiv) above, the Company shall register hereby consents to the transfer of this Agreement and all rights hereunder, in whole or in part, to any portion Hercules Affiliate. Such Notice of Transfer shall be deemed delivered and effective, notwithstanding any request to confirm receipt or acknowledgment contained therein. By its acceptance of such transfer, such Hercules Affiliate, on and as of the date of such transfer, hereby makes to the Company each of the representations and warranties set forth in Section 10 above and agrees to be bound by all of the terms and conditions of this Warrant in as if it were the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantoriginal Warrantholder hereof.

Transfers. (ai) IfEach Supporting Noteholder agrees that, commencing on the Agreement Effective Date and ending on the Agreement Termination Date (as defined below), such Supporting Noteholder shall not (A) sell, transfer, assign, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any FES Claims, as applicable, in whole or in part, or (B) deposit any of such FES Claims against any FES Party, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such FES Claims (the actions described in clauses (A) and (B) are collectively referred to herein as a “Transfer” and the Supporting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Supporting Noteholder or the intended transferee (the “Transferee”) first agrees in writing to be bound by the terms of this Agreement applicable to Supporting Noteholders by executing a Transferee Joinder Agreement substantially in the form attached hereto as Exhibit E (the “Transferee Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution, to (1) Pachulsk▇ ▇▇▇▇▇ ▇i▇▇▇ & ▇▇▇▇▇ LL▇, ▇▇unsel to the FES Parties and (2) Fried Fr▇▇▇, ▇▇▇▇▇▇l to the Supporting Noteholders. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement to the extent of such transferred rights and obligations and the Transferor shall have no liability arising from or related to the failure of the Transferee to comply with the terms and conditions of this Agreement. Any Transfer made in violation of this Section 6(c)(i) shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the FES Parties and/or any Supporting Noteholder, and shall not create any obligation or liability of any FES Party or any other Supporting Noteholder to the purported Transferee. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, if any Party executes and becomes bound by this Agreement solely as to a specific business unit or division, no affiliate of such Party or other business unit or division within any such Party shall be subject to this Agreement unless they separately execute this Agreement or a Transferee Joinder Agreement. (ii) Notwithstanding Section 6(c)(i), a Supporting Noteholder may Transfer any FES Claim to an entity that is acting in its capacity as a Qualified Marketmaker (as defined herein) (a “Qualified Transfer”) without the requirement that the Qualified Marketmaker be or become a Supporting Noteholder, provided that such Qualified Transfer shall only be valid if the Qualified Marketmaker subsequently Transfers all right, title and interest in such FES Claim to a Transferee that is a Supporting Noteholder (or becomes a Supporting Noteholder at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered Transfer pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1Transferee Joinder Agreement), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantFor purposes hereof, a “New Warrant”Qualified Marketmaker” shall mean an entity that (A) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers FES Claims (including debt securities or other debt) or enter with customers into long and short positions in Claims against the FES Parties (including debt securities or other debt), evidencing in its capacity as a dealer or market maker in such Claims and (B) is in fact regularly in the portion business of this Warrant so transferred shall be issued to the transferee and making a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantmarket in FES Claims against issuers or borrowers (including debt securities or other debt).

Transfers. 3.1 The Management Stockholder agrees not to, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise distribute or dispose of (any of the foregoing acts being referred to herein as a “transfer”), shares of Purchase Stock at any time prior to the date of consummation of the earlier of a Qualified Public Offering or a Qualified Sale; provided, however, that during such period the Management Stockholder may transfer shares of Purchase Stock pursuant to any of the following exceptions: (a) If, at the time of the surrender of this Warrant in connection with any a transfer of this Warrant, the transfer of this Warrant shall not be registered made pursuant to an effective registration statement under the Securities Act and under applicable state securities in accordance with Sections 3.2, 4, 5 or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.6 hereof; (b) If a transfer upon the death or Permanent Disability of the Management Stockholder to the Management Stockholder’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of shares of Purchase Stock in accordance with the terms of this Warrant Agreement; provided that such transfer is transferable pursuant made expressly subject to subparagraph this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof; (ac) abovea transfer made in compliance with the federal securities laws to a Management Stockholder’s Trust, provided that such transfer is made expressly subject to this Agreement and that the Company shall register transferee agrees in writing to be bound by the terms and conditions hereof; and (d) other transfers permitted, in writing, by POI Acquisition acting in its sole discretion. No transfer of any portion such shares in violation hereof shall be made or recorded on the books of this Warrant Company and any such transfer shall be void ab initio and of no effect. 3.2 Notwithstanding the provisions of Section 3.1 above, if, at any time prior to the date of consummation of the earlier of a Qualified Public Offering or a Qualified Sale, POI Acquisition has transferred shares of Common Stock held by it (after giving effect to the Restructuring) as of the Effective Date, other than to an Affiliate, the Management Stockholder shall be permitted to transfer, in the Warrant Registeraggregate (including transfers made pursuant to Sections 4, upon surrender 5 and 6 hereof), the Pro Rata Portion (as defined below) of his or her shares of Purchase Stock. As used in this Warrantsubsection, with “Pro Rata Portion” shall mean a fraction, the Form numerator of Assignment attached hereto duly completed and signed, which is equal to the Transfer Agent or number of shares of Common Stock transferred by POI Acquisition, other than to an Affiliate, and the denominator of which is the aggregate number of shares of Common Stock held (after giving effect to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance Restructuring) by POI Acquisition as of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantEffective Date.

Transfers. (a) IfA Shareholder may sell, at assign, transfer, pledge, hypothecate, mortgage, encumber, contribute to any Person, set in usufruct or otherwise transfer to any Person (collectively, "TRANSFER," including, with correlative meanings, the time terms "Transferring" and "Transferred") all or any part of the surrender Shares or other securities of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer convertible into or exercisable for Shares only if (i) that such Transfer is the Holder or transferee grant of this Warrant, as a security interest to secure a bona fide third party financing for the case may be, furnish to benefit of the Company a written opinion of counsel (which opinion shall be in formor as contemplated by the Stock Purchase Agreement, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder such Transfer is to an Affiliate of such Shareholder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee Shareholder proposing such a Transfer (the "SELLING SHAREHOLDER") has complied with the provisions of this Agreement, including without limitation, Section 3. A reference to these restrictions on transfer shall be an “accredited investor” as defined in Rule 501(a)(1)noted on the corporate charter, (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under share registry and share certificates of the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities ActCompany. (b) If any Shareholder Transfers all or any part of its Shares to an Affiliate, the transferor Shareholder shall remain responsible to the other Shareholders for all of its duties and obligations hereunder and hereby guarantees the performance by its transferee of all of such transferor Shareholder's duties and obligations hereunder. If an Affiliate to which Shares have been Transferred ceases to be an Affiliate of such Shareholder, then such Affiliate shall, upon or prior to ceasing to be an Affiliate, transfer such Shares back to the Shareholder from which it acquired the Shares or to another Affiliate of such Shareholder. (c) If, in accordance with the provisions of this Warrant is transferable pursuant Agreement, a Shareholder Transfers its Shares to subparagraph a transferee other than a Shareholder (a) abovethe "SUCCESSOR SHAREHOLDER"), the admission of the Successor Shareholder as a shareholder of the Company shall register be conditioned upon the transfer receipt by the Company of any portion the following: (i) the Successor Shareholder's agreement in writing to be bound by all of the terms of this Warrant Agreement, assuming the rights, duties and obligations of the transferor Shareholder hereunder and (ii) such other documents or instruments as may be required in order to effect its admission as a Shareholder under this Agreement and applicable law. Upon such Transfer, the transferor Shareholder shall cease to be a Shareholder of the Company and shall have no further obligations hereunder, except as set forth in Section 3.1(b). (d) Notwithstanding the provisions of this Article 3, in no event shall a Transfer be permitted to any Person who is prohibited by law or regulation from being a participant in the Warrant RegisterBusiness. (e) NII agrees that this Article 3 shall apply, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedmutatis mutandis, to the Transfer Agent of equity securities of Nextel as if such securities were Shares and NII shall take all actions necessary to cause its direct and indirect subsidiaries to comply with the provisions of this Agreement in connection with any such Transfer. (f) Notwithstanding any other provision of this Article 3, during the six-month period beginning on the date hereof, Nextel or its Affiliates may Transfer up to 20% of the outstanding Shares (the "AVAILABLE SHARES") to any third party that is based in Peru and that is reasonably acceptable to both Nextel and Motorola (a "NEW PERUVIAN PARTNER"), and such Transfer shall not be subject to the Company at its address specified herein. Upon restrictions set forth in this Article 3. (g) Subject to Section 3.1(h), notwithstanding any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form other provision of this Warrant (any such new warrantArticle 3, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and extent that a New Warrant evidencing the remaining portion of this Warrant Peruvian Partner does not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of purchase all of the rights and obligations of a holder of a Warrant.the

Transfers. (a) If, at Subject to the time of applicable conditions referred to in the surrender of this Warrant in connection with any transfer legend endorsed hereon and the other applicable provisions of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities Warrantholder may Transfer at any time, in whole or blue sky lawsin part, the Company may require, as a condition of allowing such transfer (i) that the Holder all or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in or all or a portion of its Warrant Shares without the Warrant Registerconsent of the Company; provided, upon surrender that the Warrantholder shall not Transfer any portion of this WarrantWarrant to an Excluded Transferee without the prior written consent of the Company. The Company will cooperate with such Warrantholder to facilitate the timely preparation and delivery of certificates, with book-entry notations or DTC credits, as applicable, of Warrants and Warrant Shares to evidence a Transfer, including by promptly preparing or causing to be prepared any opinions, authorizations, certificates, directions and other documentation and information required by the Form of Assignment attached hereto duly completed and signed, Company’s transfer agent to the effectuate such Transfer. Any Transfer Agent pursuant to this Section 8(i) shall be implemented by surrendering this Warrant or any Warrant Shares to the Company at its address specified herein. Upon any principal executive offices with a duly executed and delivered instruments of Transfer in customary form and substance for such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring HolderTransfer. The acceptance and execution of the New a new Warrant by the transferee Transferee thereof shall be deemed the acceptance by such transferee Transferee of all of the rights and obligations in respect of a such Warrant that the Warrantholder has in respect of this Warrant, excluding, for the avoidance of doubt, the agreements and acknowledgements set forth in Section 14(ii) hereof. If any transfer taxes arise in connection with such Transfer, such transfer taxes shall be paid by the Transferee. Upon such surrender of the Warrant or Warrant Shares, the Company shall execute and deliver any new Warrants or Warrant Shares in the names of the Transferor and Transferees, as applicable, and in accordance with the denominations specified in such instrument of Transfer, and this Warrant or Warrant Shares shall automatically be cancelled, and the Company shall register the Transferees, and the Transferees shall be deemed to have become, and shall be treated for all purposes as, the holder of a Warrantrecord of the new Warrants or Warrant Shares immediately upon issuance of the new Warrants or Warrant Shares to such Transferees.

Transfers. (a) IfIf any of H/C I Owner, at the time H/C II Owner, Mall I Owner, Mall II Owner or SECC Owner shall transfer to any individual, partnership, firm, association, limited liability company, trust or corporation, or any other form of business or government entity (in any case, a "PERSON" and, after such transfer, an "INTEREST HOLDER") any of the surrender following partial interests, such Interest Holder shall be treated, together with all similar Interest Holders, as a single Party for purposes of this Warrant Agreement: (i) Any partial, subdivided interest (other than ownership of a commercial condominium unit and related undivided interest in connection with common elements or a commercial subdivision) in the Phase I Land or the improvements thereon (in the case of H/C I Owner, H/C II Owner, Mall I Owner or Mall II Owner) or the SECC Land (in the case of SECC Owner) (a "SUBDIVIDED INTEREST HOLDER"), provided that this clause (i) shall not apply to any transfer of the Phase I Land and/or any improvements thereon to H/C II Owner, Mall I Owner or Mall II Owner contemplated by this WarrantAgreement; or (ii) Any partial, undivided interest in all of the transfer land or improvements owned by it, such as may be held by joint tenancy or tenancy-in-common or as a life estate or partnership interests in a partnership (or a membership interests in a limited liability company) holding all of this Warrant the interests in such property. Notwithstanding the foregoing, Subdivided Interest Holders may be treated as separate Interest Holders provided that at no time shall there be more than ten (10) such separate Subdivided Interest Holders with respect to either the Phase I Land or the SECC Land, as applicable. (b) A Mortgagee shall not be registered pursuant deemed to be an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as Interest Holder unless such Mortgagee is also a condition of allowing such transfer Transferee. (c) (i) All of the Interest Holders with respect to each of the Phase I Land, the Phase II Land, the Phase I Mall, the Phase II Mall and the SECC Land shall designate one of their number as their agent (an "AGENT") to act on their behalf so that other Parties shall not be required with respect to the Holder applicable land or transferee of this Warrantimprovements, as the case may be, furnish to obtain the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities action or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)agreement of, or (a)(8) promulgated under to proceed against, more than one individual or entity in carrying out or enforcing the Securities Act or terms, covenants, provisions and conditions of this Agreement. The foregoing requirements to designate an Agent shall not apply to stockholders and bondholders of a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) abovecorporate Party, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations members of a holder limited liability company or partners of a Warrantpartnership.

Transfers. Tenant shall not sell, assign, encumber, mortgage or --------- transfer this Lease or any interest therein, sublet or permit the occupancy or use by others of the Premises or any part thereof, or allow any transfer hereof or any lien upon Tenant's interest by operation of law or otherwise (collectively, a "Transfer"), without the prior written consent of Landlord, which, except as otherwise provided in this Section 20.1, Landlord may withhold in the exercise of its absolute discretion, provided that if Landlord, upon receiving Tenant's Notice (defined below) of a proposed subletting or assignment, does not elect to Recapture (as defined below), Landlord shall not unreasonably withhold, condition or delay its consent to such subletting or assignment. Any Transfer which is not in compliance with the provisions of this Section 20 shall, at the option of Landlord, be void and of no force or effect. Tenant shall, by written notice, in the form specified in the following sentence ("Tenant's Notice"), advise Landlord of Tenant's intention on a stated date (which shall not be less than 60 days after the date of Tenant's Notice) to sublet any part or all of the Premises for the balance or any part of the Lease Term or to assign its interest in this Lease, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant within 30 days after receipt of Tenant's Notice, to recapture ("Recapture") the space described in Tenant's Notice and such notice of Recapture shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date stated in Tenant's Notice. Tenant's Notice shall state the name and address of the proposed subtenant or assignee; the nature of proposed subtenant or assignee's business; and a description of that portion of the Premises to be occupied, including the number of square feet of net rentable area within that portion and a true and complete copy of the proposed sublease or assignment and all related documentation, and current credit reports and financial statements of the proposed subtenant or assignee, shall be delivered to Landlord with Tenant's Notice. If Tenant's Notice shall cover all of the space hereby demised, and Landlord shall elect to give the aforesaid notice of Recapture with respect thereto, then the Lease Term shall expire and end on the date stated in Tenant's Notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Lease Term. If, however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Monthly Base Rent and Tenant's Share then in effect shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to the original rentable square feet of the Premises, and this Lease as so amended shall continue thereafter in full force and effect. In such event, Landlord shall pay the cost of erecting demising walls and public corridors and making other required modifications to physically separate the portion of the Premises remaining subject to this Lease from the rest of the Premises. Without limiting Landlord's right to reasonably withhold its consent to a proposed subletting or assignment, the withholding of such consent will be deemed reasonable if: (a) If, at in the time reasonable judgment of the surrender of this Warrant in connection with any transfer of this WarrantLandlord, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities subtenant or blue sky laws, the Company may require, as a condition of allowing such transfer assignee (i) that is of a character or engaged in a business or proposes to use the Holder Premises in a manner which is not in keeping with the standards of Landlord for the Building, or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder has an unfavorable reputation or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.credit standing; (b) If this Warrant either the area of the Premises to be sublet or the remaining area of the Premises is transferable not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (c) a direct result of such subletting would be that more than six tenants would be occupying the floor(s) of the Building on which the Premises is located; (d) the transferee is either a government agency or instrumentality thereof; (e) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which the Landlord is a party or would give an occupant of the Property a right to cancel its lease; (f) the terms of the proposed Transfer will allow the transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the transferee to occupy space leased by Tenant pursuant to subparagraph such right); (ag) aboveTenant is in default under this Lease; (h) such proposed assignment or subletting is to an existing tenant of the Property (or any affiliate of an existing tenant) or to any person or party with whom Landlord is in the process of negotiating a lease of space in the Property; (i) the transferee intends to use the portion of the Premises which is subject to the Transfer for purposes not permitted under this Lease; (j) such proposed assignment of subletting would result in a violation of any applicable law, ordinance or government regulation; (k) such proposed assignee or subtenant is a high traffic tenant or is engaged in any type of sales where the Company shall register public is invited to enter and use the transfer of Premises; (l) the proposed assignee or subtenant is a trade or labor union office; (m) the proposed assignee or subtenant will be using any portion of this Warrant the Premises as an educational or training facility or is in the Warrant Register, upon surrender primary business of providing education or training; or (n) the proposed assignee or subtenant is an employment office. Each time Tenant requests Landlord's consent for any assignment of this WarrantLease or any sublease of all or any portion of the Premises, Tenant shall pay to Landlord the actual reasonable costs, charges and expenses (including reasonable attorneys' fees) incurred by Landlord in connection with such request and Landlord's review of the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent proposed assignment or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, sublease as provided in substantially the form Section 21.6 of this Warrant (any Lease, whether or not such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred consent is given; such payment shall be issued made by Tenant to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant Landlord within ten days after demand by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantLandlord.