Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect, or (b) an applicable exemption from opinion of counsel (which may be counsel for the Company), satisfactory to the Company, that such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securitiesare not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) 1.6(a), or in the case of uncertificated shares, the ledger entry reflecting the issuance of such Warrant Stock, shall bear a legend substantially as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION AND VOTING OF SUCH SHARES ARE RESTRICTED BY THE TERMS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 28, 2013, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SHARES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS’ AGREEMENT, A COPY OF WHICH WILL BE PROVIDED AT NO COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.”

Unregistered Securities. (i) Each holder Seller understands that the Purchaser Shares and Seller Notes issuable to it pursuant to this Agreement may not be sold, transferred, or otherwise disposed of this Warrant acknowledges without registration under the Securities Act and applicable U.S. state and federal securities laws or an exemption therefrom, and that this Warrant in the absence of an effective registration statement covering the Purchaser Shares or Seller Notes or any available exemption from registration under the Securities Act and applicable U.S. state and federal securities laws, the Warrant Stock have not been Purchaser Shares and Seller Notes must be held indefinitely. Unless registered under the Securities Act of 1933and applicable U.S. state securities laws, the DRS statement or certificates, as amended (applicable, representing the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) Purchaser Shares shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, substantially in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES THE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE ABSENCE CASE OF SUCH REGISTRATION OR A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING IT THAT SUCH SALE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTSUCH OTHER APPLICABLE LAWS.”"

Unregistered Securities. Each holder such Credit Party recognizes that the Collateral Agent may be unable to effect a public sale of this Warrant acknowledges that this Warrant and all or a part of the Warrant Stock have not been registered under Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”)amended, and agrees not to sellas now or hereafter in effect, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each such Credit Party acknowledges, understands and agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that neither the Collateral Agent nor the Banks shall have any obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities even if such issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Each such Credit Party agrees that (bi) an applicable exemption from such registration requirements if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Securities Act or any portion thereof to be sold at private sale, the Collateral Agent shall have the right to rely upon the advice and registration opinion of any national brokerage or qualification requirements under any applicable state securities law then investment firm having a seat on the New York Stock Exchange as to the best manner in effect or which to expose the Pledged Securities for sale and as to the best price reasonably obtainable at the private sale thereof, and (cii) the availability of Rule 144 promulgated that private sales made under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant foregoing circumstances shall be deemed to Section 1.4(a) shall bear have been made in a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the commercially reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTmanner.”

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED UNITS ISSUED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND COMPANY HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER ANY FEDERAL, STATE OR FOREIGN SECURITIES LAWS AND HAVE BEEN SOLD OR ISSUED IN BY THE COMPANY IN RELIANCE ON EXEMPTIONS FROM REGISTRATION AFFORDED BY APPLICABLE FEDERAL, STATE AND/OR FOREIGN SECURITIES ACT OF 1933, AS AMENDEDLAWS. SUCH SHARES THE UNITS ISSUED BY THE COMPANY MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED HYPOTHECATED OR OTHERWISE DISPOSED OF ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH UNITS UNDER APPLICABLE FEDERAL, STATE AND/OR FOREIGN SECURITIES LAWS, UNLESS SOLD OR OTHERWISE TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION OR UNLESS AND, IF REQUESTED BY THE MANAGING MEMBER, THE TRANSFERRING MEMBER FIRST PROVIDES THE COMPANY RECEIVES WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING MANAGING MEMBER TO SUCH EFFECT, WHICH OPINION SHALL BE AT THE COST AND EXPENSE OF THE COMPANY. EACH MEMBER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY, THE MANAGING MEMBER AND EACH OTHER MEMBER THAT EACH SUCH SALE OR TRANSFER IS EXEMPT FROM MEMBER HAS ACQUIRED SUCH MEMBER’S UNITS FOR INVESTMENT PURPOSES ONLY. IN ADDITION TO ANY OTHER CONDITIONS IMPOSED BY THIS AGREEMENT, EACH MEMBER ACKNOWLEDGES AND UNDERSTANDS THE REGISTRATION ABOVE RESTRICTIVE LEGENDS AND PROSPECTUS DELIVERY REQUIREMENTS AGREES TO ACCEPT AND ABIDE BY THE ABOVE DESCRIBED RESTRICTIONS ON THE TRANSFERABILITY OF SAID ACTSUCH MEMBER’S UNITS (AND RELATED MEMBERSHIP INTEREST). The Company will imprint such legend on certificates (if any) evidencing Units. The legend set forth above will be removed from the certificates (if any) evidencing any units which cease to be Units in accordance with the definition thereof.”

Unregistered Securities. Each holder The Noteholder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Buyer will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act. The Buyer has been advised that neither the Company nor the Company has an obligation, and does not intend, to cause any shares of Common Stock to be issued hereunder to be registered under the Securities Act, or to take any action necessary for the Buyer to comply with any exemption under the Securities Act as that would permit such shares of Common Stock to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements be issued hereunder to be sold by the Buyer. The Buyer understands that the legal consequences of the Securities Act and foregoing mean that the Buyer must bear the economic risk of his investment in the Company for an indefinite period of time. The Buyer further understands that, if the Buyer desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Buyer’s counsel to provide a legal opinion that the transfer may be made without registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for Act. The Buyer understands that the sale shares of such securities. Each certificate or other instrument for Warrant Common Stock to be issued upon hereunder will bear substantially the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“THE ACT”) NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”

Unregistered Securities. Each holder Any shares of this Warrant acknowledges that this Warrant and the Warrant Voting Stock purchased shall not be sold or transferred unless either (i) they first shall have not been registered under the Securities Act Act, or (ii) Mutual first shall have been furnished with an opinion of 1933, as amended (legal counsel reasonably satisfactory to Mutual to the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, effect that such sale or transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in is exempt from the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securitiesAct. Each certificate representing any Voting Stock that has not been registered or other instrument for Warrant Stock issued upon the exercise of this Warrant that has not been sold pursuant to Section 1.4(a) an exemption that permits removal of the legend shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, substantially in the reasonable opinion of securities counsel for the Companyfollowing form, such legend is not necessaryas appropriate: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND INSTRUMENT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED 1933 AND ANY APPLICABLE STATE SECURITIES LAW OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY STATING MUTUAL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED. Upon the request of ServiceMaster with respect to a certificate representing any Voting Stock, Mutual shall remove the foregoing legend from the certificate or issue to ServiceMaster a new certificate therefor free of any transfer legend, if, with such request, Mutual shall have received either (i) an opinion of counsel reasonably satisfactory to Mutual to the effect that such legend may be removed from such certificate or (ii) if the present Paragraph (k) of Rule 144 or a substantially similar successor rule remains in force and effect, representations from ServiceMaster reasonably satisfactory to Mutual that ServiceMaster is not then, and has not been during the preceding three months, an affiliate of Mutual and that ServiceMaster has beneficially owned the security (within the meaning of Rule 144) for three years or more. Voting Stock may be subject to additional restrictions on transfer imposed under applicable state and federal law.”

Unregistered Securities. Each holder of this Warrant acknowledges Such Purchaser understands that this Warrant (i) the Convertible Notes and Warrants being purchased by such Purchaser and the Warrant Stock underlying Shares have not been registered under the Securities Act of 1933Act, as amended (the “Securities Act”)that they must be held by such Purchaser indefinitely, and agrees not to sellthat such Purchaser must, offer for saletherefore, pledgebear the economic risk of such investment indefinitely, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement unless a subsequent disposition thereof is registered under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption is exempt from such registration requirements registration; (ii) each Convertible Note, Warrant certificate purchased by each Purchaser, and Share certificate available to each such Purchaser upon conversion of the Securities Act and registration Convertible Notes or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for Purchase Warrants will be endorsed with the Company, such legend is not necessaryfollowing legend: “"THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND [CONVERTIBLE NOTE] [WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED ("1933 ACT"), AND MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR SUCH SALE, PLEDGEDTRANSFER, HYPOTHECATED, DISTRIBUTED, TRANSFERRED ASSIGNMENT OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE 1933 ACT.”" The Company agrees to remove the foregoing legend from any certificate if the Shares represented by such certificate have been registered with the Commission pursuant to the Securities Act or Rule 144(k) under the Securities Act (or any successor rule or regulation) is then applicable to such Shares.

Unregistered Securities. Each holder The Debenture Holder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Debenture Holder will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act. The Debenture Holder has been advised that neither the Company nor the Company has an obligation, and does not intend, to cause any shares of Common Stock to be issued hereunder to be registered under the Securities Act, or to take any action necessary for the Debenture Holder to comply with any exemption under the Securities Act as that would permit such shares of Common Stock to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements be issued hereunder to be sold by the Debenture Holder. The Debenture Holder understands that the legal consequences of the Securities Act and foregoing mean that the Debenture Holder must bear the economic risk of his investment in the Company for an indefinite period of time. The Debenture Holder further understands that, if the Debenture Holder desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Debenture Holder’s counsel to provide a legal opinion that the transfer may be made without registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for Act. The Debenture Holder understands that the sale shares of such securities. Each certificate or other instrument for Warrant Common Stock to be issued upon hereunder will bear substantially the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“THE ACT”) NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”

Unregistered Securities. Each holder Company and Shareholder (i) understand that the Common Stock issued or to be issued pursuant to Section 2.1 of this Warrant acknowledges that this Warrant the Agreement has not been, and the Warrant Stock have will not been be registered under the Securities Act of 1933, as amended amended, (the “Securities "Act”") or under any state securities laws, and that they are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Common Stock solely for their own account for investment purposes and with a view to the "distribution" thereof (as such term is defined in judicial and administrative interpretations under Section 2(11) of the Act), (iii) has received certain information concerning Buyer, including without limitation the Reports referred to in Section 7.2 and agrees not have had the opportunity to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose obtain additional information as desired in order to evaluate the merits of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock purchasing and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effectholding said Common Stock, (biv) an applicable exemption from are able to bear the economic risk and lack of liquidity inherit in holding the Common Stock until such registration requirements of time as the Securities Act and registration Common Stock may be registered or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or may be sold pursuant to Rule 144, (v) have sufficient knowledge and experience in financial and business matters that they are capable of evaluating the merits and risk of an effective registration statement investment in Buyer, (vi) understand that the certificates representing said Common Stock will be stamped or if, otherwise imprinted with the legend in substantially the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing form: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING WITHOUT LIMITATION, NEW YORK, AND MAY NOT BE SOLD, OFFERED FOR SALESOLD TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND ANY SECURITIES LAWS OF SUCH REGISTRATION ANY APPLICABLE JURISDICTION OR UNLESS THE COMPANY RECEIVES EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE AND THAT AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING PROXYMED, INC. TO THAT SUCH SALE OR TRANSFER EFFECT IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTDELIVERED TO PROXYMED, INC.”

Unregistered Securities. Each holder of this Warrant acknowledges The Axion Securityholders understand that this Warrant and because the Warrant Stock Company Securities have not been registered under the Act or any State Act, they must hold the Company Securities indefinitely, and cannot dispose of any or all of the Company Securities unless such Company Securities are subsequently registered under the Act of 1933and any applicable State Act, or exemptions from registration are available. The Axion Securityholders further understand that the Company may, as amended (a condition to the “Securities Act”)transfer of any Company Securities, require that the request for transfer by an Axion Securityholder be accompanied by an opinion of counsel, in form and agrees substance satisfactory to the Company, provided at such an Axion Securityholder's expense, to the effect that the proposed transfer does not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose result in violation of this Warrant the Act or any Warrant Stock issued upon its exercise in the absence of (a) applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. All Company Securities Act as that will be issued to this Warrant or such Warrant Stock and registration or qualification the Axion Securityholders pursuant to the terms of this Warrant or such Warrant Stock Agreement are restricted securities within the meaning of Regulation D promulgated under any applicable state securities law then in effect, (bSection 4(2) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act Act. The Company will issue stop transfer instructions to its transfer agent for the sale of such securities. Each shares common stock issued to the Axion Securityholders and shall place the following legend on each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryrepresenting Company Securities: “"THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH PURSUANT TO A VIEW TO, OR TRANSACTION EFFECTED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND HAVE NOT BEEN THE SUBJECT TO A REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS APPLICABLE EXEMPTION THEREFROM UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE ACT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ANY APPLICABLE STATE SECURITIES ACT.”"

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

Unregistered Securities. Each holder Seller understands that all of this Warrant acknowledges that this Warrant the shares of eGames Stock to be issued as the Initial Payment and the Warrant Stock Earnout Payment, if any, are “restricted securities” and have not been registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”)) or any state securities laws in reliance on exemptions for private offerings; Seller is acquiring the eGames Stock as principal for its own account and not with a view to or for distributing or reselling such eGames Stock or any part thereof in violation of the Securities Act or any applicable state or other securities law, has no present intention of distributing any of such shares of eGames Stock in violation of the Securities Act or any applicable state or other securities law and agrees has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of any shares of the eGames Stock in violation of the Securities Act or any applicable state or other securities law. The shares of eGames Stock issued as the Initial Payment or Earnout Payment, if any, cannot to sell, offer for sale, pledge, hypothecate, distribute, transfer be resold or otherwise dispose disposed of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement unless they are subsequently registered under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) laws or an applicable exemption from registration is available; the shares of eGames Stock issued as the Closing Payment or the Earnout Payment, if any, will not be, and, except as provided in the Registration Rights Agreement, attached hereto as Exhibit A, Seller will have no rights to require that such registration requirements shares of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated eGames Stock be, registered under the Securities Act or any state securities laws; there is no assurance that a public market for the sale such shares of such securities. Each certificate eGames Stock will develop or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, exist in the reasonable opinion future; Seller may have to hold such shares of securities counsel eGames Stock indefinitely and it may not be possible for Seller to liquidate its investment in Purchaser. None of Purchaser, its agents or employees, or any other person, has represented, guaranteed or warranted to Seller, expressly or by implication, the Companyapproximate or exact length of time that Seller will be required to remain as owner of the shares of eGames Stock, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTwhich may be indefinitely.”

Unregistered Securities. Each holder of this Warrant acknowledges Purchaser understands that this Warrant and (i) the Warrant Stock Securities have not been registered under either the Securities Act or the securities laws of 1933any state by reason of specific exemptions therefrom; (ii) the Securities must be held by indefinitely, as amended (and, therefore, must bear the “Securities Act”)economic risk of such investment indefinitely, and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement unless a subsequent disposition thereof is registered under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification the securities laws of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption or is exempt from such registration requirements registrations; (iii) each of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear will be endorsed with a legend substantially as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE SALE, TRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE. and (iv) the Company will instruct any transfer agent not to register the transfer of the Securities unless the conditions specified in the foregoing legend are satisfied.”

Unregistered Securities. Each holder Seller understands and acknowledges that the Acquisition Shares have not been registered under the Securities Act or under the Oregon Securities Law of 1973, as amended (the "Oregon Act") or the 'blue sky' laws of any other state, and will not at the time of issuance and delivery of such shares as contemplated by the terms of this Warrant Agreement have been so registered, in reliance upon certain exemptions from the registration and prospectus delivery requirements of the Securities Act and the Oregon Act. Seller understands that the Acquisition Shares so acquired by Seller must be held by Seller indefinitely, and that Seller must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and the Oregon Act, or is exempt from such registration. Seller further understands that the availability of the exemptions described in the first sentence of this Section depend upon, among other things, the bona fide nature of Seller's investment intent expressed herein, upon which the Buyer hereby expressly relies. In addition to the Transfer Prohibition described in Section 1.2(a) with respect to the Common Stock Consideration, Buyer will make no transfer or assignment of any of the Acquisition Shares except in compliance with the Securities Act of 1933, as amended, and any other applicable securities laws, or pursuant to applicable exemptions from the aforementioned laws. Seller consents, agrees and acknowledges that the certificate or certificates representing the Acquisition Shares will be inscribed with the following legend, or another legend to the same effect, and agrees to the restrictions set forth therein: The shares represented by this Warrant and the Warrant Stock certificate have not been registered under the Securities Act of 1933, as amended amended, or under the securities laws of any other jurisdiction, in reliance upon exemptions from the registration requirements of such laws. The shares represented by this certificate may not be sold or -33- 41 otherwise transferred, nor will any assignee or endorsee hereof be recognized as an owner of the shares by the issuer unless: (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (ai) an effective a registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act of 1933 and registration or qualification requirements under any other applicable state securities law laws with respect to the shares and the transfer shall then be in effect effect; or (cii) in the availability opinion of Rule 144 promulgated under counsel satisfactory to the Securities Act for issuer, the sale shares are transferred in a transaction which is exempt from the registration requirements of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTlaws.”

Unregistered Securities. Each holder of this Warrant acknowledges the Pledgors recognizes that this Warrant and the Warrant Stock have not been registered under Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”)amended, and agrees not to sellas now or hereafter in effect, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws, as now or hereafter in effect, (b) an applicable exemption from but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such registration requirements Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each of the Pledgors acknowledges, understands and agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities Act were sold at public sales, and registration that neither the Collateral Agent nor the Lenders shall have any obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities even if such issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Each of the Pledgors agrees that (i) if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or qualification requirements under cause the Pledged Securities or any applicable state securities law then portion thereof to be sold at private sale, the Collateral Agent shall have the right to rely upon the advice and opinion of any national brokerage or investment firm having a seat on the New York Stock Exchange as to the best manner in effect or which to expose the Pledged Securities for sale and as to the best price reasonably obtainable at the private sale thereof, and (cii) the availability of Rule 144 promulgated that private sales made under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant foregoing circumstances shall be deemed to Section 1.4(a) shall bear have been made in a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the commercially reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTmanner.”

Unregistered Securities. Each holder of this Warrant The Investor understands and acknowledges and agrees that this Warrant and neither the Warrant Stock Series B Preferred Shares nor the Class B Shares into which the Series B Preferred Shares are convertible have not been registered under the Securities Act of 1933or any other applicable securities law and, as amended (the “Securities Act”)unless so registered, and agrees may not to sellbe offered, offer for sale, pledge, hypothecate, distribute, transfer sold or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise transferred except in compliance with the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Series B Preferred Shares received by it pursuant to this Agreement shall be in the form of physical certificates and registration or qualification requirements under any applicable state securities law then in effect or (c) that, unless and until the availability of Rule 144 promulgated Series B Preferred Shares have been registered under the Securities Act for or the sale Investor shall have furnished an opinion of counsel, in form and substance satisfactory to Security Capital, to the effect that such securities. Each certificate or other instrument for Warrant Stock issued upon legend may be deleted, the exercise of this Warrant pursuant to Section 1.4(a) certificates shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY STATING COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH SALE THE PROPOSED SALE, TRANSFER OR TRANSFER IS EXEMPT FROM OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SECURITIES ACT. THESE SECURITIES MAY NOT BE TRANSFERRED IN VIOLATION OF SAID ACTANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.”

Unregistered Securities. Each holder The Safeholder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Buyer will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act as Act. The Buyer has been advised that the Company does not have an obligation, and does not intend, to this Warrant or such Warrant cause any shares of Common Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated to be issued hereunder to be registered under the Securities Act for Act, or any state securities laws. The Safeholder understands that the sale legal consequences of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise foregoing mean that the Safeholder must bear the economic risk of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, his investment in the reasonable Company for an indefinite period of time. The Safeholder further understands that, if the Safeholder desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Safeholder' s counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act. The Safeholder understands that the shares of securities counsel for Common Stock to be issued hereunder will bear substantially the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED ("THE ACT") NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”