Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as Stop transfer instructions will be placed with the Shares issued upon transfer agent for the conversion of this Warrant have been sold pursuant to an effective registration statement under Securities, and a legend may be placed on any certificate representing the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as Securities substantially to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formeffect: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT AND ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSACTION THE PROPOSED TRANSFER OR SALE DOES NOT REQUIRE AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateIS NOT REQUIRED.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Equity Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an affiliate during the preceding three months, (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the legend at such time as the holder becomes an affiliate of Licensee or otherwise ceases to satisfy the Company (requirements of Rule 144(k) as defined then in Rule 144 promulgated under effect. /s/ Initials [***] Certain information in this document has been omitted and filed separately with the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory and Exchange Commission. Confidential treatment has been requested with respect to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateomitted portions.

Restrictive Legend. Until such time as The Warrant Shares shall be represented by certificates, and, unless otherwise permitted by the Shares issued upon the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act§8.2, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then shall be immediately sold, each certificate issued marked with respect to Shares issued upon the exercise of this Warrant will bear a legend in reading substantially the following formas follows: THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH OTHER SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. In connection with If a transfer of registration statement covering the Warrant or any Warrant Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated shall become effective under the ActSecurities Act and under any applicable state securities laws, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, if the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in receive an opinion of counsel reasonably satisfactory to the CompanyCompany (which shall include counsel to the Company and counsel to the original Holder of the Warrant) that, if in the restrictive opinion of such counsel, such legend is still in placenot required (including, without limitation, because of the availability of an exemption afforded by Rule 144(k) under the Securities Act), the Company agreesshall, upon or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of such a Holder, the Company shall forthwith request counsel to take all steps necessary render an opinion with respect to promptly effect the removal of such legendmatters covered in this paragraph, and the Company shall bear pay all costs associated expenses in connection with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatematters.

Restrictive Legend. Until The Holder understands that this Warrant shall bear a restrictive legend in substantially the form set forth on the first page of this Warrant (and a stop-transfer order may be placed against transfer of such securities). The Holder further understands that until such time as the Exercise Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the ActSecurities Act as contemplated by the Investor Rights Agreement, or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE”, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF MARCH 31, 2017 ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF MARCH 31, 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Buyer acknowledges and agrees that, until such time as the relevant Conversion Shares issued upon the conversion of this Warrant have been registered under the 1933 Act and may be sold pursuant to in accordance with an effective registration statement under the Actstatement, or until such Conversion Shares issued upon can otherwise be sold without restriction, whichever is earlier, the exercise certificates and other instruments representing any of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Purchased Securities shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of any such Securities): THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONCERTAIN STATES. THE THESE SECURITIES MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateREPRESENTED HEREBY.

Restrictive Legend. Until Each Lender understands that the Conversion Shares (including book-entry notations) shall bear a restrictive legend in the form set forth in the Certificate of Designations (and a stop-transfer order will be placed against Transfer of the certificates for such securities), subject to clause (B) below. In addition, each Lender understands that until such time as the Shares issued shares of Common Stock issuable upon the conversion of this Warrant the Conversion Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act, in each case without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise all certificates or other instruments (including book-entry notations) representing any such shares of this Warrant will Common Stock shall bear a restrictive legend substantially in substantially the following form: form set forth below (and a stop-transfer order shall be placed against Transfer of the certificates for such shares). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR OTHER JURISDICTION. THE SECURITIES PARTICIPATION HEREIN MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, PLEDGED TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS AND PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) AN APPLICABLE 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 AND APPLICABLE STATE SECURITIES LAWS LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE SECURITIES LAWS TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF OTHER JURISDICTIONSREASONABLE AND CUSTOMARY CERTIFICATIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OPINIONS OF COUNSEL AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateEACH OF THEM.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Purchasers agree to the number of securities imprinting, so long as is required by this Section 6.1(b), of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following formform on any certificate evidencing Securities: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT HAVE NOT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. Certificates evidencing Conversion Shares shall not be required to contain such legend or any other legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations: (i) while a transfer of Shares issued upon Registration Statement covering the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt resale of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Conversion Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an is effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act); provided, that the Company’s counsel shall have delivered a legal opinion relating to the removal of legends upon a sale or transfer of such Conversion Shares, or (Cii) no longer require following any sale of such restrictive legend on SharesConversion Shares pursuant to Rule 144, as set forth in an opinion of counsel reasonably satisfactory to the Companyor (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if the restrictive such legend is still in place, not required under applicable requirements of the Company agrees, upon request Securities Act (including judicial interpretations and pronouncements issued by the staff of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendSEC). The Company shall cooperate take all actions, including, but not limited to, causing its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Registration Effective Date and to deliver any required legal opinions with the Holder respect to effect the removal of legends upon the sale or transfer of Conversion Shares, that are necessary to issue Conversion Shares that are freely tradable on the Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Purchasers. Following the Registration Effective Date or at such legend from Shares at any earlier time such as a legend is no longer appropriaterequired for certain Securities, the Company will no later than five (5) Trading Days following the delivery by a Purchaser to the Company of a legended certificate representing such Securities, use its reasonable best efforts to deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

Restrictive Legend. Until such time as This Warrant and the Shares have not been registered under the Securities Act of 1933, as amended, (the "Securities Act") and the Warrants have been and the Shares, upon exercise of the Warrants, will be issued pursuant to exemptions from the registration requirements of the Securities Act. Neither this Warrant nor any of the Shares or any other security issued or issuable upon the conversion exercise of this Warrant have been sold pursuant to may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an exemption from the registration requirements of the Securities Act. Each certificate for the Warrant, the Shares and any other security issued or Shares issued issuable upon the exercise of this Warrant are eligible shall contain a legend on the face thereof, in form and substance satisfactory to counsel for resale pursuant to Rule 144 promulgated the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant constitutes and the Shares upon issuance will constitute “restricted securities” under the Act without any restriction as to Securities Act. The holder acknowledges and agrees that all certificates representing the number of securities as of a particular date that can then Shares will be immediately sold, each certificate issued endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE SECURITIES LAWS PROVISIONS OF ANY STATE REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR OTHER JURISDICTIONPURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER CONDUCTED UNLESS IN COMPLIANCE WITH 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.”

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate Affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an Affiliate during the preceding three months, an affiliate (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the Company (legend at such time as defined the holder becomes an Affiliate of Licensee or otherwise ceases to satisfy the requirements of Rule 144(k) as then in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateeffect.

Restrictive Legend. Until such time (a) The Warrant Shares to be issued upon exercise of the Warrants have not been registered under the Securities Act or any state securities laws. Accordingly, the Warrant Shares may not be offered, sold or otherwise transferred in the United States (as defined by Regulation S under the Securities Act) or to or for the account or benefit of a U.S. Person (as defined by Regulation S under the Securities Act) or a person in the United States, unless registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. As such, each Warrant Certificate issued to a Holder shall be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. In addition, except as otherwise provided in Section 6(c) hereof, any certificates representing any Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Warrants shall be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONOF THE UNITED STATES. THE THESE SECURITIES MAY NOT BE OFFEREDOFFERED FOR RESALE, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE 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 AND ALL APPLICABLE STATE SECURITIES LAWS AND LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND MAY NOT BE CONDUCTED UNLESS IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER COMPLIANCE WITH THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateACT.

Restrictive Legend. Until Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR (2) RULE 144 UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF” SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACTMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. “THE SALE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND TRANSFER OR ASSIGNMENT OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 3, 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Investor agrees to the number of securities imprinting, so long as is required by this Section 6, of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.2 and the related notation in the Company’s register of members shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares issued upon or issue to such holder by electronic delivery at the exercise of this Warrant in reliance on Rule 144 promulgated applicable balance account at The Depository Trust Company, if (i) the Shares are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such customary certifications and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFITS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 5, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2018, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 7, 2012, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as Each certificate representing (i) the Shares Shares, ------------------ and (ii) shares of the Company's Common Stock issued upon the conversion of this Warrant the Shares, and (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with have received either the removal opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold may be removed pursuant to an effective registration statement under the ActRule 144(k), (B) have been held by the Holder for more than one year where the Holder is notin which case no such opinion or "no-action" letter shall be required, and has provided that the Company shall not been in be obligated to remove any such legends prior to the preceding three months, an affiliate date of the Company (as defined in Rule 144 promulgated initial public offering of the Company's Common Stock under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until (i) The Holder understands that until such time as the Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Warrant Shares issued upon the exercise of this Warrant will may bear a restrictive legend in substantially the following form: THE form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities) (the “Securities Law Legend”): “THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with have received either the removal opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold may be removed pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act144(k), in which case no such opinion or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company "no-action" letter shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatebe required.

Restrictive Legend. Until The Holder understands that until such time as the Shares issued upon the conversion of this Warrant and the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 10, 2007, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND A CERTAIN HOLDER OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as Each certificate or other instrument representing (i) the Shares Securities and (ii) any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the conversion “Restricted Securities”), shall (unless otherwise permitted by the provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, section) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in required under applicable state or provincial securities laws and legends substantially the following formas follow: THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SECURITIES ACT, IN EACH CASE TRANSFER IS MADE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND RULE 144 UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS ACT OR THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. UNLESS PERMITTED BY APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES ACT OR SUCH OTHER EVIDENCED BY THIS CERTIFICATE SHALL NOT TRADE THE SECURITIES BEFORE [DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM DATE OF ISSUANCE OF SECURITIES (I.E., APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver NOTE] Each Lender consents to the Company Borrowers making a broker representation letter providing notation on its records and giving instructions to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate transfer agent of the Company (as defined Securities in Rule 144 promulgated under order to implement the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend restrictions on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of transfer established in this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatesection.

Restrictive Legend. Until such time as the Shares issued upon the conversion of Holder's Representation. Unless and until otherwise permitted by this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldSection 13, each certificate issued with respect to Shares issued representing shares of capital stock issuable upon the exercise of this Warrant will bear the Warrants, and any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing the legend set forth below shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE ANY STATE SECURITIES LAWS OF ANY STATE AND, ACCORDINGLY, THE TRANSFER, RESALE OR OTHER JURISDICTION. THE DISPOSITION OF SUCH SECURITIES MAY NOT ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT OR A VALID EXEMPTION THEREFROM AND IN EACH CASE IN ACCORDANCE COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE BY DELIVERY OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY THAT THERE IS SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AN EXEMPTION. THE SECURITIES ACT OR REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 19, 1997, BY AND BETWEEN IMPLEO LLC AND THE COMPANY. COPIES OF SUCH OTHER APPLICABLE LAWS. In connection with a transfer AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." So long as the Warrants or the shares of Shares issued Capital Stock issuable upon the exercise of this Warrant in reliance on Rule 144 the Warrants are "restricted securities" within the meaning of the Securities Act and the regulations promulgated under the Actthereunder, the each Holder or its broker shall deliver represents to the Company that he or it is acquiring the Warrants and will acquire the shares of capital stock issuable upon exercise of the Warrants for his or its own account and not with a broker representation letter providing view to any public distribution thereof, subject to any requirement of law that the disposition of such securities shall at all times be within the control of the owner thereof. The acquisition of any Warrants or shares of capital stock issuable upon exercise of the Warrants by any Holder shall constitute such Holder's reaffirmation of such representation. Each Holder further represents to the Company any information that he or it is an "accredited investor" as defined in Regulation D of the Company reasonably deems necessary to determine Securities Act. Each Holder understands that such sale is made the Warrants and the shares of capital stock issuable upon exercise of the Warrants have not been registered under the Securities Act and may only be sold or otherwise disposed of in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request . Each Holder by its acceptance of such Holder, to take all steps necessary to promptly effect the removal of security further understands that such legend, and the Company shall security may bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such a legend from Shares at any time such legend is no longer appropriateas contemplated by this Section 13.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section (2) below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In connection with Each holder consents to Licensee’s making a notation on its records and giving instructions to any transfer agent of the Shares issued upon in order to implement the exercise restrictions on transfer established in this Section (1). Such legend shall be removed by Licensee from any certificate at such time as the holder of the Shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act, provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Warrant in reliance Equity Agreement and other applicable regulations do not then require such legend to be included on Rule 144 promulgated under the ActShares, and provided further that Licensee has received from the Holder or its broker shall deliver to the Company holder a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine that (i) such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, Licensee and has not been in an affiliate during the preceding three months, (ii) such holder has beneficially owned the Shares represented by the certificate for a period of at least two years, (iii) such holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such Shares, and (iv) such holder will submit the certificate for any such Shares to Licensee for reapplication of the legend at such time as the holder becomes an affiliate of Licensee or otherwise ceases to satisfy the Company (requirements of Rule 144(k) as defined then in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateeffect.

Restrictive Legend. Until such time as Consultant hereby acknowledges, understands, and agrees that the Shares issued upon have not been registered under the conversion U.S. Securities Act, by reason of this Warrant have been sold a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Consultant’s representations as expressed herein. Consultant understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to an effective registration statement under these laws, Consultant must hold the ActShares for six months or as otherwise required by law, unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or Shares issued upon an exemption from such registration and qualification requirements is available. Consultant acknowledges that Company has no obligation to register or qualify the exercise Shares, or the Common Stock into which it may be converted. Consultant further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of this Warrant sale, the holding period for the Shares, and on requirements relating to Company, which are eligible for resale pursuant outside of Consultant’s control, and which Company is under no obligation and may not be able to Rule 144 promulgated under satisfy. Consultant further understands that all Share certificates shall bear the Act without following restrictive legend, in addition to any restriction as legend set forth in, or required by the securities laws of any state to the number of securities as of a particular date that can then be immediately soldextent such laws are applicable to the Shares represented by the certificate, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following forminstrument, or book entry: THE SECURITIES EVIDENCED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”)) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONPURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. THE HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER CONDUCTED UNLESS IN COMPLIANCE WITH 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such Each Holder acknowledges and agrees that to the extent that at the time as the Shares issued upon the conversion of this Warrant have been sold pursuant to issuance any Registrable Securities are not covered by an effective registration statement under the ActRegistration Statement, any stock certificate or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without book-entry security entitlement evidencing any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear such Registrable Securities shall contain a legend in substantially the following formform set forth below: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT OR ASSIGNED (1I) PURSUANT TO IN THE ABSENCE OF (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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 OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, ACT AND IN THE CASE OF ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR SUCH OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. This legend shall be removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver holder thereof to the Company of a broker representation letter providing written request to that effect, if at the time of such written request (a) a registration statement under the Securities Act is at that time in effect with respect to the Company any information legended security or (b) the Company reasonably deems necessary to determine that such sale is made legended security can be transferred in a transaction in compliance with Rule 144 promulgated under 144, and, in the Actcase of clause (b), includingupon the request and in the reasonable discretion of the Company’s transfer agent, as may be appropriate, the holder of such Registrable Securities executes and delivers a certification representation letter that includes customary representations regarding the holding requirements and whether such Holder holder is an “affiliate” for purposes of Rule 144. The Company represents and warrants to the Investors that the Company is not an affiliate of the Company currently a shell company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 405 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until The Holder understands that until such time as this Note or the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon this Note and the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2015, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that, until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such shares): “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF _____ __, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2021, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until The Holder understands that this Warrant shall bear a restrictive legend in substantially the form set forth on the first page of this Warrant (and a stop-transfer order may be placed against transfer of such securities). The Holder further understands that until such time as the Exercise Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the ActSecurities Act as contemplated by the Investor Rights Agreement, or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE”, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF , 20 , ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2017, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Subscribers acknowledge and agree that, until such time as the Consideration Shares, the Warrants and the Warrant Shares issued upon the conversion of this Warrant shall have been sold pursuant to an effective registration statement registered under the ActSecurities Act or sold in accordance with Section 4(a), or the Consideration Shares, the Warrants and the Warrant Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will shall bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SPECIFIED IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER COMPANY. FURTHERMORE, THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY, MEDIA PRO MANAGEMENT S.A. AND MEDIA PRO B.V. DATED AS OF DECEMBER 9, 2009. ANY TRANSFER OR PLEDGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENES SUCH OTHER APPLICABLE LAWSRESTRICTIONS SHALL BE NULL AND VOID. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker The legend set forth above shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, removed and the Company shall bear all costs associated with the removal of issue a certificate without such legend from Shares. At to the holder of any Consideration Share or any Warrant Share upon which it is stamped, and a warrant without such time as Shares issued legend to the holder of any Warrant upon which it is stamped, if such Consideration Share, Warrant or Warrant Share is registered for sale under an effective registration statement filed under the conversion of this Securities Act or if such Consideration Share, Warrant (A) have been or Warrant Share is proposed to be sold pursuant to an effective exemption from registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, as provided in this Agreement and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in receives an opinion of counsel reasonably satisfactory with respect to compliance with such exemption. The Subscribers agree to sell all Consideration Shares, Warrants and all Warrant Shares, including those represented by a certificate(s) from which the Companylegend has been removed, in compliance with applicable prospectus delivery requirements, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateany.

Restrictive Legend. Until such time as Each certificate representing (i) the Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred Stock, Series DD Preferred Stock, the Series AA Investors Common Shares, the Recapitalization Common Shares and the Conversion Stock and (ii) any other securities issued in respect of any of the foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section 1A.3 below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws) (such shares required to bear such legend, “Restricted Securities”): “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES LAWS OF ANY STATE SALE OR OTHER JURISDICTIONDISTRIBUTION THEREOF. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH REGISTRATION UNLESS THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT (UNLESS THE COMPANY AFFIRMATIVELY WAIVES SUCH OPINION REQUIREMENT). COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.” Each Investor consents to the Company making a broker representation letter providing notation on its records and giving instructions to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate transfer agent of the Company (as defined Restricted Securities in Rule 144 promulgated under order to implement the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend restrictions on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of transfer established in this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateRights Agreement.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as The Investor agrees to the number of securities imprinting on any stock certificates, so long as is required by this Section 6, of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.3 and the related notation in the Company’s register of shareholders shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares, if (i) the Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such customary certifications and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until such time as the Each certificate representing Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will shall bear a legend in substantially the following form: legends (in addition to any legends required under applicable securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THEREFROM. ADDITIONALLY, THE SECURITIES ACT OR (2) PURSUANT TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER CERTAIN RESTRICTIONS SPECIFIED IN THE SECURITIES ACTCOMMON STOCK PURCHASE AGREEMENT DATED MARCH [27], IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS 1997 BETWEEN THE COMPANY AND THE SECURITIES LAWS OF OTHER JURISDICTIONSORIGINAL PURCHASER, AND IN NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE CASE TERMS OF A TRANSACTION EXEMPT FROM REGISTRATIONTHE AGREEMENT, UNLESS INCLUDING SECTIONS 7.1 AND 8.3 OF THE COMPANY HAS RECEIVED AN OPINION AGREEMENT. COPIES OF COUNSEL REASONABLY SATISFACTORY THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOMPANY. Upon receipt the request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificates evidencing the Shares and issue to Purchaser new certificates free of any transfer legend if with such request, and at the request of the Company, the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in received an opinion of counsel reasonably satisfactory to the Company, if to the restrictive legend is still in place, the Company agrees, upon request effect that any transfers by Purchaser of such Holder, Shares may be made to take all steps necessary to promptly effect the removal public without compliance with either Section 5 of such legend, the Securities Act or Rule 144 thereunder and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateapplicable state securities laws.

Restrictive Legend. Until The Holder understands that until such time as the Shares issued upon the conversion of this Warrant or the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 28, 2013, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 13, 2013, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the Each certificate representing Stockholder Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, and each certificate issued with respect to Shares issued in exchange for or upon the exercise Transfer of any Stockholder Shares (if such shares remain Stockholder Shares as defined herein after such Transfer) shall, except as otherwise provided in this Warrant will bear Section 1.03, be stamped or otherwise imprinted with a legend substantially in substantially the following form: “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF FEBRUARY [ ], 2012, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND ITS STOCKHOLDERS (THE “INVESTOR RIGHTS AGREEMENT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS, CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER HEREOF. A COPY OF SUCH CONDITIONS, REPURCHASE OPTIONS AND FORFEITURE PROVISIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Notwithstanding the foregoing, any certificates evidencing Stockholder Shares outstanding on the date hereof instead may bear the following legends (unless and until any such certificate is re-issued, after which such re-issued certificates will bear the legend set forth above): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” AND “THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING AND OTHER AGREEMENTS CONTAINED IN AN AGREEMENT AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS. A COPY OF OTHER JURISDICTIONS, SUCH AGREEMENT AND IN ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY CORPORATION TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECURITIES ACT CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR SUCH OTHER APPLICABLE LAWSREGISTERED OFFICE.” The applicable legends set forth above shall be removed from the certificates evidencing any shares which cease to be Stockholder Shares. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver If an Investor delivers to the Company a broker representation letter providing an opinion of counsel, satisfactory in form and substance to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as Board (which opinion may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held waived by the Holder for more than one year where the Holder is notBoard), and has not been in the preceding three months, an affiliate that no subsequent Transfer of the Company (as defined in Rule 144 promulgated Stockholder Shares will require registration under the Securities Act), or (C) no longer require then the Company will promptly upon such contemplated Transfer deliver new certificates evidencing such Stockholder Shares that do not bear the portion of the applicable restrictive legend on Shares, as relating to the Securities Act set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatethis Section 1.03.

Restrictive Legend. Until The Holder understands that until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Reg Rights Side Letter or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: THE form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED 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 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONSACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INCLUDING PURSUANT TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, The Ordinary Share certificates shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Act or if the Holder delivers to the Company an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Company, that the Ordinary Shares do not require registration under the Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF JUNE 24, 2009, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated under the Securities Act), or (CHolder) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel and reasonably satisfactory acceptable to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is securities represented thereby need no longer appropriatebe subject to restrictions on resale under the Act.

Restrictive Legend. Until such time as Purchaser acknowledges that the offer and sale of the Shares issued upon are not registered, and the conversion Shares may only be disposed of this Warrant have been sold in compliance with state and federal securities laws. In connection with any transfer of Inducement Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the undersigned, the Company may require the Purchaser to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Inducement Shares under the Securities Act. As a condition of transfer, or Shares issued upon any such transferee shall agree in writing to be bound by the exercise terms of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as letter agreement. The Purchaser agrees to the number of securities as imprinting of a particular date that can then be immediately sold, each certificate issued with respect to legend on any of the Inducement Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: NEITHER THIS SECURITY NOR THE SECURITIES EVIDENCED BY FOR WHICH THIS WARRANT SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares and Warrants and, until such time as the Common Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Preferred Shares issued upon the and/or exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldWarrants, each certificate issued with respect to Shares issued upon the exercise of this Warrant will may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSSAID ACT. In connection with a Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without this restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Business Days after surrender of such certificates by the Buyer and (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of the Preferred Shares or Warrant Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated the Warrants or impose any stop-transfer restriction thereon except as permitted under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateRegistration Rights Agreement.

Restrictive Legend. Until such time as the Shares issued Each Buyer acknowledges and agrees that, upon the conversion of this Warrant have been sold issuance pursuant to an effective registration statement under this Agreement, the Act, or Securities (including any Warrant Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear and Conversion Shares) shall have endorsed thereon a legend in substantially the following form: form (and a stop transfer order may be placed against transfer of the Securities until such legend has been removed): “NEITHER THESE SECURITIES NOR THE SECURITIES EVIDENCED BY THIS WARRANT INTO WHICH THESE SECURITIES ARE EXERCISABLE [CONVERTIBLE] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR FOREIGN COUNTRY IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONFOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SOLD IN THE SECURITIES ACT OR (2) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL UNDER APPLICABLE STATE SECURITIES LAWS AND UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE THOSE LAWS. In connection with a transfer .” At the written request of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actany Buyer, the Holder or its broker legend set forth above shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, removed and the Company shall bear all costs associated with the removal of issue a certificate without such legend from Shares. At to the holder of any Security upon which it is stamped, if, (a) such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to Security is registered for sale under an effective registration statement filed under the ActSecurities Act or may otherwise be sold under Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can be immediately sold, or (Bb) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of such holder provides the Company (as defined with an opinion of counsel, in Rule 144 promulgated form, substance and scope customary for opinions of counsel in comparable transactions, which opinion shall be reasonably acceptable to the Company’s counsel, to the effect that a public sale or transfer of such security may be made without registration under the Securities Act), which opinion shall be accepted by the Company so that the sale or transfer is effected, or (Cc) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, holder provides the Company agrees, upon request of with reasonable assurances that such Holder, Security can be sold pursuant to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.Rule 144 or Regulation S.

Restrictive Legend. Until such time as the Shares This Warrant and any Warrant issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, transfer or Shares issued upon the partial exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then shall be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend, in addition to any legend required under applicable state securities laws: “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT AND THE WARRANT AGREEMENT.” Each Share certificate representing Warrant Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSJURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND IN LAWS OR THE CASE PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATIONTHIS WARRANT AND THE WARRANT AGREEMENT.” Upon request of the holder of a Share certificate, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection the Issuer shall issue to that holder a new certificate free of the foregoing legend, if, with a transfer such request, such holder provides the Issuer with an opinion of Shares issued upon counsel (including in-house counsel) reasonably acceptable to the exercise of this Warrant in reliance on Issuer to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 promulgated under the Act, the Holder (or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate other rule permitting resales of the Company (as defined in Rule 144 promulgated under the Actsecurities without restriction) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as The Purchaser understands that any certificates or book entries evidencing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will may bear a legend in substantially the following formor substantially similar legends, reflecting the restricted nature of the Shares which the Purchaser has agreed in the Transaction Documents: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SAID ACT, IN EACH CASE IN ACCORDANCE WITH ALL (II) SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OF SAID ACT, (III) PURSUANT TO ANOTHER APPLICABLE STATE SECURITIES LAWS AND EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONSSAID ACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR (IV) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER SAID ACT IS PROVIDED TO THE COMPANY. THE SECURITIES ACT REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH OTHER APPLICABLE LAWSSECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to Purchaser may request that the Company a broker representation letter providing to the Company remove any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At the book-entry position evidencing the Shares following the earliest of such time as such Shares issued upon the conversion of this Warrant (Ai) have been or are about to be sold or transferred pursuant to an effective registration statement under the Securities Act, (Bii) have been held by or are about to be sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the Holder requirement for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined to be in compliance with the current public information requirement under Rule 144 promulgated and without volume or manner of sale restrictions applicable to the sale or transfer of such Shares or eligible for resale pursuant to an effective registration statement under the Securities Act), or (C) . If restrictive legends are no longer require required for such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory Shares pursuant to the Companyforegoing, if the Company shall, within two (2) Business Days of any request therefor from Purchaser, deliver to the Transfer Agent, in the case of a request pursuant to clause (i) or clause (ii) of the foregoing sentence, irrevocable instructions that the transfer agent shall make a new, un-legended entry for such book-entry shares or, in the case of a request pursuant to clause (iii) of the foregoing sentence, instructions enabling Purchaser to remove the restrictive legend is still from such shares in place, the Company agrees, connection with any sale thereof upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendPurchaser’s request. The Company shall cooperate be responsible for the fees of its Transfer Agent, all DTC fees associated with such issuance, and the Holder to effect the removal cost of such legend from Shares at any time such legend is no longer appropriateopinion of counsel related thereto.

Restrictive Legend. Until such time as the The Preferred Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Act or if the Holder delivers to the Company an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Company, that the Preferred Shares do not require registration under the Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF APRIL 9, 2007, AS AMENDED, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated under the Securities Act), or (CHolder) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel and reasonably satisfactory acceptable to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is securities represented thereby need no longer appropriatebe subject to restrictions on resale under the Act.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares Preferred Stock, (ii) shares of the Company's Common Stock issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActPreferred Stock, (iii) any other securities issued in respect of the Preferred Stock or Shares Common Stock issued upon conversion of the exercise Preferred Stock including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Section 4 below) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 OR ANY APPLICABLE STATE SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THEREFROM UNDER SAID ACTS AND REGISTRATION OR QUALIFICATION 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION DOES REGISTRATION OR QUALIFICATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED. COPIES OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSAGREEMENT RESTRICTING THE TRANSFER OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. In connection with Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent for the Company in order to implement the restrictions on transfer established in this Section 3. The Company shall be obligated to reissue promptly unlegended certificates at the request of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, any Holder thereof if the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in obtained an opinion of counsel reasonably satisfactory at such Holder's expense (which counsel may be counsel to the Company, if the restrictive legend is still in place, ) reasonably acceptable to the Company agreesto the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, upon request of such Holder, to take all steps necessary to promptly effect the removal of such qualification or legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until The Holder understands that until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Reg ​ Rights Side Letter or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: THE form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED 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 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONSACT, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INCLUDING PURSUANT TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until such time as All shares of the Shares PTS Preferred Stock to be ------------------- delivered to AFRC hereunder shall be issued upon the conversion of this Warrant have been sold pursuant to an effective exemption from registration statement under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), inasmuch as such shares to be issued to AFRC will be issued for investment purposes without a view to distribution. In addition, at the time of the Closing, AFRC will have had access to information concerning PTS and its business prospects, as required by the Securities Act. Furthermore, AFRC acknowledges that there has been no general solicitation or Shares advertising for the purchase of the shares of the PTS Preferred Stock covered by this Agreement. The securities are to be issued upon to AFRC after thorough discussions that comprise less than 35 Non-Accredited Investors as defined in the exercise Securities Act. Finally, PTS's stock transfer agent will be instructed not to transfer any of this Warrant such shares, unless such shares are eligible registered for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or there is an exemption with respect to Shares issued upon their transfer. All shares of the exercise of this Warrant will PTS Preferred Stock to be delivered to AFRC hereunder shall bear a restrictive legend in substantially the following form: "THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SHARES NOR ANY STATE OR OTHER JURISDICTION. THE SECURITIES INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver ." Notwithstanding anything herein contained to the Company a broker representation letter providing contrary, in the event that any shares of the PTS Preferred Stock are converted into shares of the common stock of PTS, par value $0.001 per share (the "PTS Common Stock"), such shares of the PTS Common Stock shall be subject to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been rights described in the preceding three months, an affiliate of the Company (as defined Registration Rights Agreement described in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendAttachment B hereto. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.------------

Restrictive Legend. Until such time as the Shares issued upon the conversion of Unless and until otherwise permitted by this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldSection 10, each certificate for Warrants issued with respect under this Agreement, each certificate for any Warrants issued to Shares any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon the exercise of this any Warrant will bear and each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS, OR UNLESS THE PROPOSED TRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED. In addition, each certificate for Warrants issued under this Agreement and each certificate for any Warrants issued to any subsequent transferee of any such certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF REGISTERED OR QUALIFIED UNDER ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES In addition, each certificate for Warrants issued to any subsequent transferee of any such certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, EXERCISED UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER THE FEDERAL OR STATE SECURITIES ACT LAWS, OR UNLESS SUCH OTHER APPLICABLE LAWSTRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED. In connection with a transfer The Issuer agrees to issue any shares of Shares issued Common Stock issuable upon the exercise of this Warrant in reliance Warrants without any legend that indicates a restriction on Rule 144 promulgated under transferability at such times as (i) the Act, the Holder or its broker shall deliver holder thereof is permitted to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt dispose of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal shares of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold Common Stock pursuant to an effective registration statement under the Act, (BRule 144(k) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), (ii) such shares of Common Stock are sold to a purchaser or (C) no longer require such restrictive legend on Shares, as set forth purchasers who in an the opinion of counsel to the seller or such purchaser, in form and substance reasonably satisfactory to the CompanyIssuer and its counsel) are able to dispose of such shares publicly without registration under the Securities Act, or (iii) such shares of Common Stock are registered under the Securities Act; provided in the case of (iii), that the holder of such shares of Common Stock or the recipient upon such conversion or exercise represents to the Issuer that such holder will only sell such shares, if at all, pursuant to the restrictive legend is still plan of distribution described in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatean effective registration statement.

Restrictive Legend. Until such time as Each certificate representing the Shares Common Stock or any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE PERMITTED IN THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ABSENCE OF (1I) 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 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND COVERING THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SHARES PROPOSED TO BE TRANSFERRED OR (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER AND OF ANY APPLICABLE STATE LAWS. In connection with Upon request of a transfer holder of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actsuch a certificate, the Holder Company shall remove the foregoing legend from the certificate or its broker issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall deliver have received either an opinion referred to in Section 3 to the Company a broker representation letter providing to effect that any transfer by such holder of the Company any information securities evidenced by such certificate will not violate the Company reasonably deems necessary to determine that Securities Act and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not and has not during the last three months been an affiliate of the Company (as defined in Rule 144 promulgated under and such holder has held the Act) and securities represented by such certificate for a certification as to the length period of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendat least two years. The Company shall cooperate will use its best efforts to assist any holder in complying with the Holder to effect the provisions of this Section 2 for removal of such the legend from Shares at any time such legend is no longer appropriateset forth above.

Restrictive Legend. Until such time as The certificates representing the Shares issued upon the conversion of this Warrant have been sold pursuant Common Stock shall bear, in addition to an effective registration statement any other legends required under the Actapplicable state securities laws, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: THE THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE UNDER ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE SOLD, OFFERED, SOLDPLEDGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE AND (II) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE ISSUER, SUNOL MOLECULAR CORPORATION AND THE HOLDER OF THESE SECURITIES. A COPY OF SUCH STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT OR SUCH OTHER AND ANY APPLICABLE STATE SECURITIES LAWS. In connection with a order to prevent any transfer of Shares issued upon the exercise from taking place in violation of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder Agreement or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterlaw, the Company shall promptly remove may cause a stop transfer order to be placed with its transfer agent with respect to the restrictive legend Shares of Common Stock. The Company will not be required to transfer on Shares, and the Company shall bear all costs associated with the removal its books any Shares of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) Common Stock that have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been or transferred in the preceding three months, an affiliate violation of the Company (as defined in Rule 144 promulgated under the Securities Act), any provision of this Agreement or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateapplicable law.

Restrictive Legend. Until such time as The certificates representing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS WARRANT OR CONSTITUTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ) AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR UNLESS EITHER (2i) 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.” The legend set forth in this Section 6.1 and the related notation in the Company’s stock books shall be removed and the Company shall issue a transfer certificate without such legend or any other legend to the holder of the Shares issued upon or issue to such holder by electronic delivery at the exercise of this Warrant in reliance on Rule 144 promulgated applicable balance account at The Depository Trust Company, if (i) the Shares are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with to Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of and the Company has received such documents and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144, or (as defined iii) the Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144. Following Rule 144 promulgated becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterRule 144, the Company shall promptly remove (at the restrictive legend on SharesCompany’s expense), and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion written request of this Warrant (A) have been sold pursuant Investor, cause its counsel to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory issue to the Company’s transfer agent a legal opinion authorizing the issuance of a certificate representing the Shares without any restrictive or other legends, if the restrictive legend is still in place, the Company agrees, upon request of requested by such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatetransfer agent.

Restrictive Legend. Until such time as This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without or any restriction as to the number of securities as of a particular date that can then portion thereof shall be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED ASSIGNED EXCEPT (1) IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSQUALIFICATION. In connection with a transfer The legend shall be appropriately modified upon issuance of Shares issued upon the exercise of this certificates for Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate Shares. Upon request of the Company (as defined in Rule 144 promulgated under the Act) and holder of a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letterWarrant Share certificate, the Company shall promptly remove issue to that holder a new certificate free of the restrictive legend on Sharesforegoing legend, and if, with such request, such holder provides the Company shall bear all costs associated with the removal an opinion of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant counsel reasonably acceptable to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in provided that Bxxxxxx MxXxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in . Any transfer of the Warrant Shares shall comply with all applicable state and federal securities laws. Such compliance may be evidenced by and shall be conclusively established by delivery of an opinion of counsel (such counsel to be reasonably satisfactory to the Company, if provided that Bxxxxxx MxXxxxxxx LLP shall be deemed acceptable to the restrictive legend is still in place, Company) that the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, transfer complies with applicable state and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatefederal securities laws.

Restrictive Legend. Until The Holder understands that this Note and until such time as the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): THIS NOTE AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 OR 144A UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Restrictive Legend. Until ComVest acknowledges and agrees that, until such time as the Shares issued upon the conversion of this Warrant Securities shall have been sold pursuant registered under the Securities Act or ComVest demonstrates to the reasonable satisfaction of the Company and its legal counsel that such registration shall no longer be required, the Notes and certificates evidencing the Securities shall bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL (IN FORM AND FROM COUNSEL) OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or (b) such holder provides the Company with respect an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to Shares issued upon the exercise of this Warrant will bear effect that a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a public sale or transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated such Security may be made without registration under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that Securities Act and such sale or transfer is made effected. ComVest agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Companyprospectus delivery requirements, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateany.

Restrictive Legend. Until such time as Each certificate representing (i) the Shares, and (ii) any other securities issued in respect of the Shares issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with have received either the removal opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold may be removed pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act144(k), in which case no such opinion or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company "no-action" letter shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatebe required.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL SEC INTERPRETATION OR GUIDANCE. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 24, 2014, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldHereinafter, each certificate representing (i) the Preferred Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the Preferred Shares or the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted below or unless the securities evidenced by such certificate shall have been registered under the Securities Act (or other applicable securities regulations, as the case may be)) be stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSACT. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with have received either (i) a written opinion of legal counsel to the removal holder, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of such securities may be effected without registration under the Securities Act or (ii) a “no-action” letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, except that any such transfer legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold shall be removed in a transfer pursuant to Rule 144 or an effective registration statement under the Actstatement, (B) have been held by the Holder for more than one year where the Holder is notin which case no such legal opinion or “no-action” letter shall be required, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and provided that the Company shall bear all costs associated with not be obligated to remove any such removal legends prior to the date of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateIPO.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 29, 2011, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in received either an opinion of counsel reasonably satisfactory to the CompanyCompany or the "no-action" letter referred to in Section 4 to the effect that the transfer being made by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Registrable Securities and, if required under the restrictive legend is still terms of such arrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in placeorder to effect a pledge, the Company agreesshall cause its counsel, upon request at no cost to the Purchasers, to issue an opinion of counsel to the Company's transfer agent. Further, no advance notice shall be required of such Holderpledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Registrable Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to take all steps necessary to promptly effect appropriately amend the removal list of selling stockholders thereunder. Certificates evidencing shares of Common Stock underlying the Debentures and Warrants shall not contain any legend (i) while a registration statement covering the resale of such legendsecurity is effective under the Securities Act, and the Company shall bear all costs associated after such securities have been sold in compliance with such removal prospectus delivery requirements, or (ii) following any sale of such legendshares pursuant to Rule 144 to a non-affiliate of the Company, or (iii) if such shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of Debentures or a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the underlying shares, or if such underlying shares of Common Stock may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such underlying shares shall be issued free of all legends. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until such time Each certificate representing Delano Common Stock shall, except as the Shares issued upon the conversion of otherwise provided in this Warrant have been sold pursuant to an effective registration statement under the ActSection 2 or in Section 3, be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: THE SECURITIES EVIDENCED BY "THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS: (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION; (ii) THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION DOES NOT REQUIRE IS EXEMPT FROM SUCH REGISTRATION UNDER OR (iii) THE SECURITIES ACT CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS ON SALE, PLEDGE OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTMENT AGREEMENT, COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." Such certificates shall not bear such legend if in the opinion of Shares issued upon counsel satisfactory to Delano the exercise of this Warrant in reliance on Rule 144 promulgated securities being sold thereby may be publicly sold without registration under the Act, the Holder Securities Act and applicable state securities laws or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that if such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) securities have been sold pursuant to Rule 144 or an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatestatement.

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED OTHER THAN (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT THAT IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR (23) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 5, 2013, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that, until such time as the Shares issued upon Registration Statement becomes effective or the conversion of this Warrant have been Registrable Securities may be sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to restrictions, the number of securities as of a particular date that can then Registrable Securities shall be immediately sold, each certificate issued with respect to Shares issued upon evidenced by certificates or by book-entry accounts maintained by the exercise of this Warrant will Company’s transfer agent and shall bear a legend restrictive legends in substantially the following formforms (such a restrictive legend, a “Restrictive Legend”) which shall only be removed pursuant to the terms of the SPA: “THE SECURITIES SHARES EVIDENCED BY THIS WARRANT ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, LOANED, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR AND SUCH OTHER APPLICABLE LAWS. In connection .” The Company agrees to promptly remove or cause the Transfer Agent to remove, with a transfer the cooperation of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to and if applicable the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company Escrow Agent (as defined in the SPA), not to be unreasonably withheld or delayed, the Restrictive Legend from the Registrable Securities upon the earlier of (i) the settlement date in connection with a valid sale, transfer or other disposition pursuant to (x) an effective Registration Statement or (y) an exemption from the registration requirements of the Securities Act and (ii) such date that all of the Registrable Securities may be sold without restriction, including the volume, manner of sale requirements and current public information requirements, under Rule 144 promulgated under of the Securities Act) and a certification as to ; provided that the length Registrable Securities may not be sold, transferred or otherwise disposed of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with Restrictive Legend and the removal of such legend from Shares. At such time as Shares issued upon stop transfer order may not be removed during the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company Lock-up Period (as defined in Rule 144 promulgated under the Securities ActSPA); and provided further that the Holder shall provide the Company with (a) such information and documentation reasonably requested in connection with such Restrictive Legend removal no later than the trade date and (b) in the case of (i)(y) above, or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory acceptable to the CompanyCompany that the Restrictive Legends may be removed in connection with such transactions or otherwise; provided that no such opinion shall be required to sell, if assign or otherwise transfer the restrictive legend Consideration Shares and/or the Option Consideration Shares (as applicable) to any member of the Seller Group (as defined in the SPA) unless such opinion is still required by the Transfer Agent. Notwithstanding the foregoing, provided that there is an effective Registration Statement covering the resale of the Registrable Securities, in placethe event that the Holder requests the Company to remove the Restrictive Legend from a specified number of Registrable Securities that the Holder has a bona fide intention of selling within a 30-day period, the Company agreesshall promptly, upon request and in no event later than the second Business Day after receipt of such Holdernotice in the agreed form, provide any legal opinion or other documentation reasonably requested by the Transfer Agent required to take all steps necessary remove the Restrictive Legend from such specified number of Registrable Securities on the basis that the Registrable Securities to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatebe sold are covered by an effective Registration Statement.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date The Investor understands and agrees that can then be immediately sold, each certificate held by it representing the Unit Shares, the Warrants and the Warrant Shares or any other securities issued with in respect to Shares issued upon of the exercise of this Warrant will First and Second Tranche Units or Warrants shall bear a legend in substantially the following formlegend: THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, EXERCISED, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO AN EXEMPTION FROM ________________________________________________ 5 In general, “directed selling efforts” means any activity undertaken for the purpose, or that could reasonably be expected to have the effect, of conditioning the market in the United States for the securities of the issuer. Such activity includes placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of the securities being made in reliance upon this Regulation S. 6 “Distributor” means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities. REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY . THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateREPRESENTED BY THIS CERTIFICATE.

Restrictive Legend. Until such time Each of the Stockholders acknowledges and agrees that the certificates of Parent Common Stock issued to the Stockholders pursuant to the Merger shall bear a restrictive legend in substantially the following form and a stop-transfer order may be placed against their transfer: The securities represented by this certificate have not been registered under the Securities Act of 1933, as the Shares issued upon the conversion of this Warrant amended. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the such shares are included in an effective registration statement under the ActSecurities Act covering the resale thereof, or Shares issued upon (b) such holder provides Parent with an opinion of legal counsel, in form, substance and scope reasonably acceptable to Parent and its legal counsel, to the exercise effect that a public sale or transfer of this Warrant such shares may be made without registration under the Securities Act and such shares are eligible for resale being sold or transferred in accordance with the method described therein, or (c) such holder provides Parent with reasonable assurances that such shares can be sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) without any restriction as to the number of securities shares acquired as of a particular date that can then be immediately sold, each certificate issued with respect . Each of the Stockholders agrees to Shares issued upon sell all of the exercise shares of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver Parent Common Stock acquired pursuant to the Company Merger, including those represented by a broker representation letter providing to certificate(s) from which the Company any information the Company reasonably deems necessary to determine that such sale is made legend has been removed, (x) in compliance with Rule 144 promulgated the prospectus delivery requirements, if any, under applicable securities Laws, (y) through an investment bank designated by Parent and (z) in a manner reasonably designed not to affect adversely the Act, including, as may be appropriate, a certification that such Holder is not an affiliate market price of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateParent Common Stock.

Restrictive Legend. Until The Holder understands that until such time as the Shares issued upon the conversion of this Warrant and the Exercise Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will and the Exercise Shares may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER _, 2007, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND A CERTAIN HOLDER OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until Each certificate representing Restricted Shares shall be stamped or otherwise imprinted with a legend substantially in the following form, together with such other legends required by the Merger Agreement or applicable law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON DISPOSITION AND OTHER RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 18, 2013, AMONG GENTIVA HEALTH SERVICES, INC., THE STOCKHOLDER REPRESENTATIVE AND THE STOCKHOLDERS PARTY THERETO.” At the end of the Restricted Period, upon request by a Stockholder, Parent shall promptly remove or take all appropriate action as may be required to remove the foregoing legend from any certificate or book entry evidencing Restricted Shares held by such Stockholder, including any certificate or book entry held by a transfer agent on behalf of such Stockholder. Upon request by a Stockholder at any time as the after any Stockholder Shares issued upon the conversion of this Warrant have been held by such Stockholder may be sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated (or any successor provision) under the Act without any restriction as to the number of securities as Securities Act, Parent shall promptly, upon such Stockholder’s delivery of a particular date that can then customary Rule 144 representation letter to Parent and its counsel, remove or take all appropriate action as may be immediately soldrequired to remove, each from any certificate issued or book entry evidencing such Stockholder Shares (including any certificate or book entry held by a transfer agent on behalf of such Stockholder), any legend required by the Merger Agreement or applicable law with respect to Shares issued upon requiring registration or an exemption from registration to sell or offer such Stockholder Shares; provided, however, that, if at the exercise time of this Warrant will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933such request, AS AMENDED either (THE i) such Stockholder is an “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company affiliate” (as defined in Rule 144 promulgated under 144) of Parent or was an affiliate of Parent at any time during the Act) and a certification as to 90-day period immediately preceding the length of time the applicable equity interests have been held. Upon receipt date of such representation letterrequest, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal or (ii) such Stockholder has held such Stockholder Shares for a period of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more greater than six months but less than one year where the Holder is not(calculated in accordance with Rule 144), and has not been then Parent shall have no obligation to remove any such legend except in the preceding three months, an affiliate connection with a sale of the Company (as defined applicable Stockholder Shares by such Stockholder in accordance with Rule 144 promulgated under (including the Securities Actdelivery to Parent and its counsel of customary Rule 144 seller and broker representation letters), with any replacement “balance” certificate or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of book entry retaining such legend from Shares at any time such legend is no longer appropriateor applicable book entry notation.

Restrictive Legend. Until Each certificate representing the Preferred Stock, the Conversion Stock or any other securities issued in respect of such time as the Shares issued stock upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Actany stock split, stock dividend, recapitalization, merger, or Shares issued upon similar event shall (unless otherwise permitted by the exercise provisions of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then Section 4 below) be immediately sold, each certificate issued stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend legends in substantially the following form: form (in addition to any legends required by agreement or by applicable state securities laws): THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SUCH SECURITIES MAY NOT BE OFFEREDTRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE COMPANY, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT; PROVIDED THAT THE FOREGOING REQUIREMENT OF AN EXEMPTION FROM OPINION OF COUNSEL IN THE ABSENCE OF REGISTRATION UNDER THE ACT SHALL NOT BE REQUIRED IF THE TRANSFER IS MADE IN ACCORDANCE WITH EXEMPTIONS SPECIFIED IN THAT CERTAIN INVESTOR RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE COMPANY THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE FIRST UNDERWRITTEN REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OR (2) PURSUANT TO OF 1933, AS AMENDED, AS SET FORTH IN AN EFFECTIVE REGISTRATION STATEMENT UNDER AGREEMENT BETWEEN THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS ISSUER AND THE SECURITIES LAWS ORIGINAL HOLDER OF OTHER JURISDICTIONSTHESE SHARES, AND IN A COPY OF WHICH MAY BE OBTAINED AT THE CASE PRINCIPAL OFFICE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION ISSUER. SUCH OBLIGATION IS BINDING ON TRANSFEREES OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSTHESE SHARES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Each Holder or its broker shall deliver consents to the Company making a broker representation letter providing notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the Company any information the Company reasonably deems necessary to determine that such sale is made restrictions on transfer established in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateAgreement.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, The Ordinary Share certificates shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Securities Act or if the Holder delivers to the Investor an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Investor, that the Ordinary Shares do not require registration under the Securities Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF JUNE 24, 2009, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Securities Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated Holder) and reasonably acceptable to the Investor, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until The Holder understands that, until such time as the Shares issued upon the conversion sale of this Warrant Warrant, the Exercise Shares and the Failure Payment Shares have been sold pursuant to an effective registration statement registered under the ActSecurities Act (including to the extent contemplated by the Registration Rights Agreement) or this Warrant, or the Exercise Shares issued upon and the exercise of this Warrant are eligible for resale Failure Payment Shares, as applicable, otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF” SALE, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT ISSUED AS OF MARCH 13, 2012 BY THE COMPANY.” “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 13, 2012, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the (cc)The Warrant Shares to be issued upon exercise of the conversion of this Warrant Warrants have not been sold pursuant to an effective registration statement registered under the Securities Act or any state securities laws. Accordingly, the Warrant Shares may not be offered, sold or otherwise transferred in the United States (as defined by Regulation S under the Securities Act) or to or for the account or benefit of a U.S. Person (as defined by Regulation S under the Securities Act) or a person in the United States, unless registered under the Securities Act and applicable state securities laws, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldan exemption from registration is available. As such, each certificate Warrant Certificate issued to a Holder shall be stamped or otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONOF THE UNITED STATES. THE THESE SECURITIES MAY NOT BE OFFEREDOFFERED FOR RESALE, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. In addition, except as otherwise provided in Section 6(c) hereof, any certificates representing any Warrant Shares issued upon exercise of the Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (2) THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE PROVISIONS OF REGULATION S UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONSACT, AND IN THE CASE OF A TRANSACTION EXEMPT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER AND ALL APPLICABLE STATE SECURITIES LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Restrictive Legend. Until such time Each certificate representing the Registrable Securities (as defined below) (unless otherwise permitted by the Shares issued upon the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section 1.2 below) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws). THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. In COPIES OF THE REGISTRATION RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Such restrictive legend shall be removed in connection with a (i) any transfer to the public in accordance with the provisions of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated (or any other rule permitting public sale without registration under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, includingSecurities Act of 1933, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Sharesamended, and the Company shall bear all costs associated with rules and regulations promulgated thereunder (the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant “1933 Act”)); (Aii) have been sold any transfer pursuant to an effective registration statement under the 1933 Act, ; or (Biii) have been held by any transfer in connection with which the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of transferring holder delivers to the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an any opinion of counsel reasonably satisfactory acceptable to the CompanyCompany to the effect that the transferee would be entitled to transfer such securities in a public sale without registration under the 1933 Act. Notwithstanding the foregoing clause (iii), if the restrictive legend no such opinion of counsel shall be necessary for a transfer by a Holder which is still (a) a partnership to its partners or former partners in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate accordance with the partnership interests, (b) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (c) a corporation to its stockholders in accordance with their interest in the corporation, provided, that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he or she were an original Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatehereunder.

Restrictive Legend. Until Each Lender understands that until such time as the resale of the Exchange Shares issued upon the conversion of this Warrant have has been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or the Exchange Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to the Exchange Shares issued upon the exercise of this Warrant will may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “OR APPLICABLE STATE SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR (2APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACT, MAY BE PLEDGED IN EACH CASE IN ACCORDANCE CONNECTION WITH ALL APPLICABLE STATE SECURITIES LAWS AND A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateSECURITIES.”

Restrictive Legend. Until such time as Each certificate representing (a) the Shares, or (b) any other securities issued in respect to the Shares issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event declared or effected by FlashNet, shall (unless otherwise permitted by the conversion provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, Section 7) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted or endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any other required legend, if any): THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND THE WITH RESPECT TO SUCH SECURITIES LAWS OF OTHER JURISDICTIONSIS THEN IN EFFECT, AND OR IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY (SATISFACTORY TO THE COMPANY THAT COMPANY), SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSLAWS IS NOT REQUIRED. In connection with The foregoing legend shall be removed from any such certificate representing Restricted Securities, and FlashNet shall issue in substitution thereof a transfer of Shares issued upon certificate that shall be identical thereto except for the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt deletion of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Actlegend, (Ba) have been held by if the Holder for more than one year where the Holder Restricted Security evidenced thereby is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated registered under the Securities Act), Act and applicable state securities laws or (Cb) no longer require such restrictive legend on Shares, as set forth in if FlashNet has been provided with an opinion of counsel reasonably satisfactory to FlashNet to the Companyeffect that a public sale or transfer of such Restricted Security may be made by the Holder without registration under the Securities Act and applicable state securities laws; provided, however, that if, but only to the extent, any such securities cease to be registered, or to be eligible for public sale or transfer without registration under the Securities Act and applicable state securities laws, and if the restrictive foregoing legend is still in placehas been removed from the certificate representing such securities pursuant to this Section 7.3, the Company agrees, upon Holder agrees to surrender (within 15 calendar days following his or its receipt of FlashNet's written request of therefor) the certificate representing such Holder, to take all steps necessary to promptly effect the removal of such legendsecurities, and FlashNet agrees at its expense to return promptly to the Company Holder a new certificate for such securities which again shall bear all costs associated with such removal the foregoing legend and shall be deemed Restricted Securities for purposes of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatethis Agreement.

Restrictive Legend. Until (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares and the Warrants and, until such time as the Common Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Preferred Shares issued upon the and exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Warrants may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSSAID ACT. In connection with a Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (i) upon request of the Buyer the Company will substitute certificates without this restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Business Days after surrender of such certificates by the Buyer and (ii) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of the Preferred Shares or for Warrant Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated the Warrants or impose any stop-transfer restriction thereon except as permitted under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateRegistration Rights Agreement.

Restrictive Legend. Until such time as the Purchaser Xxxxx Xx’x certificate representing Subscription Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then shall be immediately sold, each certificate issued endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formlegend: THE SECURITIES EVIDENCED BY THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THE SECURITIES THIS SECURITY MAY NOT BE OFFEREDTRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED WITHIN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR TO ANY “U.S. PERSON,” AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING ACQUISITION OF THE SECURITY BY THE HOLDER THEREOF. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Purchaser [ ]’s certificate representing Subscription Shares shall be endorsed with the following legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR (2) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as a Registration Statement (whether a Piggyback Registration, a Demand Registration, or otherwise) has become effective under the Shares Securities Act covering every share issued upon to the conversion of this Warrant have been sold Stockholders pursuant to an effective registration statement under the Act, BTS Merger and/or Arcadia Merger (whether or Shares issued upon the exercise not subsequently transferred) and such shares are disposed of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldsuch effective Registration Statement, each certificate representing each such share of AUGI Common Stock issued to the Stockholders pursuant to the Arcadia Merger and/or the BTS Merger which has not been covered by and disposed of pursuant to such an effective Registration Statement, and all certificates and instruments issued in transfer thereof, shall be endorsed with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formrestrictive legend: "THE SECURITIES SHARES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE “SECURITIES ACT”)DISTRIBUTION THEREOF, AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED OR THE PLEDGED EXCEPT IF REGISTERED UNDER APPLICABLE FEDERAL OR STATE BLUE SKY OR SECURITIES LAWS OF OR ANY STATE EXEMPTIONS FROM SUCH REGISTRATION OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDQUALIFICATION REQUIREMENTS ARE AVAILABLE, SOLD, PLEDGED OR OTHERWISE 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 ALL IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS THE TERMS OF AN AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF AND THE SECURITIES LAWS ISSUER OF OTHER JURISDICTIONS, AND IN THE CASE SUCH SHARES. A COPY OF A TRANSACTION EXEMPT WHICH IS AVAILABLE FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In UPON REQUEST." Upon the effectiveness of any such Registration Statement and in connection with a transfer the disposition of Shares issued shares pursuant thereto, AUGI shall, upon the exercise request of this Warrant in reliance on Rule 144 promulgated under any Stockholder, issue upon the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt direction of such representation letterStockholder a replacement certificate with regard to any shares covered by such Registration Statement and being disposed of pursuant thereto, the Company which certificate shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of be without such legend, and the Company shall bear all costs associated with in exchange for any such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatelegended certificate.

Restrictive Legend. Until The Holder understands that until such time as this Note or the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon this Note and the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2015, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” The Holder understands that this Note and the Conversion Shares, as applicable, shall bear a restrictive legend in substantially the following form pursuant to applicable Canadian securities laws (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT and a stop-transfer order may be placed against transfer of the certificates for such securities): “UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE SECURITIES ACTHOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [__, IN EACH CASE IN ACCORDANCE 2016] [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CONVERTIBLE NOTE ISSUANCE DATE]. WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND LEGISLATION, THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF OTHER JURISDICTIONS, AND TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE CASE BENEFIT OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCANADIAN RESIDENT UNTIL [INSERT DATE].”

Restrictive Legend. Until The Holder understands that until such time as this Note or the Conversion Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement registered under the Act, Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon this Note and the exercise of this Warrant will Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2015, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” The Holder understands that this Note and the Conversion Shares, as applicable, shall bear a restrictive legend in substantially the following form pursuant to applicable Canadian securities laws (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT and a stop-transfer order may be placed against transfer of the certificates for such securities): “UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE SECURITIES ACTHOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [ , IN EACH CASE IN ACCORDANCE 2016] [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CONVERTIBLE NOTE ISSUANCE DATE]. WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND LEGISLATION, THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF OTHER JURISDICTIONS, AND TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE CASE BENEFIT OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCANADIAN RESIDENT UNTIL [INSERT DATE].”

Restrictive Legend. Until such time as Each certificate ------------------ representing the Shares and upon any other securities of the Company issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the conversion of this Warrant securities evidenced by such certificate shall have been registered under the Securities Act and publicly sold pursuant to an effective registration statement under the Act, such registration) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER OFFERED FOR SALE IN THE SECURITIES ACT UNITED STATES OR (2) PURSUANT TO IN ANY OTHER JURISDICTION IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL UNDER THESAID ACT AND ANY APPLICABLE STATE OR FOREIGN JURISDICTION SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldREQUIRED. Upon receipt request of a holder of such representation lettera certificate, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant have received either (Ai) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an a written opinion of legal counsel who shall be reasonably satisfactory to the Company, if the restrictive legend is still in place, addressed to the Company agreesand reasonably satisfactory in form and substance to the Company's counsel, upon request to the effect that the proposed transfer of the securities may be effected without registration under the Securities Act and any applicable state or foreign jurisdiction securities laws, or (ii) a "no action" letter from the Securities and Exchange Commission (and any necessary state securities administrators) to the effect that the distribution of such Holder, to take all steps necessary to promptly effect securities without registration will not result in a recommendation by the removal staff of the Securities and Exchange Commission (or such legend, and the Company shall bear all costs associated administrators) that action be taken with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriaterespect thereto.

Restrictive Legend. Until such time The Holder understands that, for so long as required pursuant to the Investor Agreements, the Exercise Shares issued upon shall contain the conversion restrictive legends required pursuant to the terms of this Warrant the Investor Agreements (the “XXX Legends”). The Holder further understands that following the later of the Mandatory Conversion Time and the IPO Event, until the Exercise Shares have been sold pursuant to an effective registration statement registered for resale under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately soldsold is available, each certificate issued with respect to the Exercise Shares issued upon the exercise of this Warrant will may bear a restrictive legend (the “Securities Legend”) or the Securities Legend shall apply, as applicable, in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT A PRIVATE SALE EFFECTED UNDER THE SECURITIES ACTAPPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS SUCH AS A SO-CALLED “4(1) AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateHALF” SALE.”

Restrictive Legend. Until The Investor understands that the Company (or its transfer agent) may, as a condition to the transfer of the Shares, 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 or by Rule 144 under the Securities Act, unless such time as the Shares issued upon the conversion of this Warrant have been sold pursuant to transfer is covered by an effective registration statement under statement. It is understood that the Act, or certificates evidencing the Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will may bear a legend in substantially the following formlegend: THE “THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES UNDER SUCH 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH OTHER APPLICABLE LAWSACT.” The Company acknowledges and agrees that the Investor may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares in compliance with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan with a nationally recognized NYSE-member prime broker. In Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge. No notice shall be required of such pledge, but the Investor must notify the Company as promptly as practicable prior to any such subsequent transfer or foreclosure. The Investor acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or for any agreement, understanding or arrangement between any Investor and its pledgee or secured party. The Company will use commercially reasonable efforts (and in any event, at the appropriate Investor’s expense) to execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of Shares issued upon the exercise Shares, including the preparation and filing of this Warrant in reliance on any required prospectus supplement under Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate 424(b)(3) of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the Securities Act or other applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate provision of the Company (Securities Act to appropriately amend the list of Selling Stockholders thereunder The Investor acknowledges and agrees that, except as defined otherwise provided in Rule 144 promulgated under Section 6.2, any Shares subject to a pledge or security interest as contemplated by this Section 6.1 shall continue to bear the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory this Section 6. and be subject to the Company, if the restrictive legend is still restrictions on transfer set forth in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatethis Section 6.1.

Restrictive Legend. Until such time as Each certificate or other instrument representing (i) the Shares Securities and (ii) any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the conversion "Restricted Securities"), shall (unless otherwise permitted by the provisions of this Warrant have been sold pursuant to an effective registration statement under the Act, section) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in required under applicable state or provincial securities laws and legends substantially the following formas follow: THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SECURITIES ACT, IN EACH CASE TRANSFER IS MADE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND RULE 144 UNDER THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS ACT OR THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. UNLESS PERMITTED BY APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES ACT OR SUCH OTHER EVIDENCED BY THIS CERTIFICATE SHALL NOT TRADE THE SECURITIES BEFORE [DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM DATE OF ISSUANCE OF SECURITIES (I.E., APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver NOTE] Each Lender consents to the Company Borrowers making a broker representation letter providing notation on its records and giving instructions to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate transfer agent of the Company (as defined Securities in Rule 144 promulgated under order to implement the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend restrictions on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of transfer established in this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriatesection.

Restrictive Legend. Until Each Seller understands that any certificates or other instruments representing the Class A Common Shares will bear a restrictive legend as set forth below; provided that any such time as legend shall be removed and Buyer shall cause Parent to issue a certificate without legend to the holder or holders of the Class A Common Shares, at Parent’s cost and expense, if (i) the Class A Common Shares issued upon the conversion of this Warrant have been sold are registered pursuant to an effective registration statement under the Act1933 Act or (ii) in connection with a sale, assignment or other transfer, Parent receives an opinion of counsel, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Class A Common Shares issued upon may be made without registration under the exercise applicable requirements of this Warrant are eligible for resale the 1933 Act and state law, including pursuant to Rule 144 promulgated under the Act without any restriction as to 1933 Act. Each Seller understands that all certificates or other instruments representing the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Class A Common Shares issued upon the exercise of this Warrant will shall bear a legend in substantially the following formrestrictive legend: THE THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until such time as the Shares issued upon the conversion of this Each Warrant have been sold pursuant to an effective registration statement under the ActShare, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear shall include a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS WARRANT THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”), OR THE SECURITIES LAWS OF ") NOR UNDER ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAW AND MAY NOT BE OFFEREDPLEDGED, SOLD, PLEDGED ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UNTIL A (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACT LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS RECEIPT BY THE COMPANY HAS RECEIVED OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSSTATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. In connection with a transfer The Company will not, by amendment of Shares issued upon its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the exercise observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant in reliance on Rule 144 promulgated under against impairment. Dated: ____________, 2009 SPECTRASCIENCE, INC. Attest: By Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary Dated _____________ 20__ The undersigned hereby irrevocably elects to exercise the Act, the Holder or its broker shall deliver within Warrant to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate payment of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldactual exercise price thereof. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.___________________

Restrictive Legend. Until such time as the Shares issued upon the conversion of Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. Each certificate for Warrant Stock issuable hereunder shall bear a legend as follows until such securities have been sold pursuant to an effective registration statement under the Securities Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE "THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDSTATE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR (2) TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection ." Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a transfer legend in substantially the following form: "THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT." Notice of Shares Proposed Transfers ---------------------------- Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "Transfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to Holder who shall be reasonably satisfactory to the Company, an opinion that the proposed Transfer of such Warrants or such Restricted Common Stock may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, notify the Holder as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of notice from the Company under this Section 9.2(a) that such opinion is reasonably satisfactory. Required Registration --------------------- Pursuant to the terms and conditions set forth in Registration Rights Agreement, the Company shall prepare and file with the Commission not later than the 30th day after the Closing Date, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but no later than 90 days after the Closing Date. Termination of Restrictions --------------------------- Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of this the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant in reliance on Rule 144 promulgated or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Act, the Holder Securities Act and disposed of pursuant thereto or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Actii) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, when the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, if a new Warrant bearing the following legend in place of the restrictive legend is still set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, _____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in placesubstitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the Company agreesholder thereof shall be entitled to receive from the Company, upon request of at the Company's expense, a new certificate representing such Holder, to take all steps necessary to promptly effect Common Stock not bearing the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such restrictive legend from Shares at any time such legend is no longer appropriateset forth in Section 9.1(a).

Restrictive Legend. Until The Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately soldsold (including following a sale or transfer pursuant to a “4(1) and half” transaction referred to in Section 8(b) , each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER, PLEDGE, ASSIGNMENT, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 13, 2009, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as Each certificate representing the Shares or any other securities issued in respect thereof upon any conversion thereof or any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless permitted by this Section 8.3 or unless the conversion of this Warrant securities evidenced by such certificate shall have been sold pursuant to an effective a registration statement under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT") OR UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968 (THE "CALIFORNIA ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION") AND ARE RESTRICTED SECURITIES. THE RESTRICTED SECURITIES MAY HAVE BEEN ACQUIRED FOR HOLDER'S OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTE THEM TO THE PUBLIC. RESTRICTED SECURITIES MUST BE OFFERED, SOLD, PLEDGED HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE ACT AND THE CALIFORNIA ACT OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM SUCH 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSIS AVAILABLE. In connection with Upon request of a transfer holder of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Actsuch a certificate, the Holder Company shall remove the foregoing legend from the certificate or its broker issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall deliver have received either (x) the opinion referred to in Section 8.4 to the Company effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws or (y) a broker written representation letter providing to the Company any information the Company reasonably deems necessary to determine from such holder in accordance with paragraph (k) of Rule 144, that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder holder is not and has not during the last three months been an affiliate of the Company (as defined in Rule 144 promulgated under and that at least three years has elapsed since the Act) and a certification as to later of the length of time date the applicable equity interests have been held. Upon receipt of such representation letter, securities were acquired from the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend issuer or from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendissuer. The Company shall cooperate will use its best efforts to assist any Holder in complying with the Holder to effect the provisions of this Section 8.3 for removal of such the legend from Shares at any time such legend is no longer appropriateset forth above.

Restrictive Legend. Until Holder understands that until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR (2) RULE 144 UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF” SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACTMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. “THE SALE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND TRANSFER OR ASSIGNMENT OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 9, 2018, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until The Holder understands that, until such time as this Warrant, the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares (as defined below) have been sold pursuant to an effective registration statement registered under the Act, Securities Act or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such shares): “THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT, INCLUDING 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the ActCredit and Guaranty Agreement EXHIBIT O “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act2021, includingAS AMENDED FROM TIME TO TIME, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldAMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”

Restrictive Legend. Until The Holder understands that until such time as the Exercise Shares issued upon and the conversion of this Warrant Failure Payment Shares have been sold pursuant to an effective registration statement registered under the Act, Securities Act as contemplated by the Registration Rights Agreement or Shares issued upon the exercise of this Warrant are eligible for resale otherwise may be sold pursuant to Rule 144 promulgated or Rule 144A under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to this Warrant, the Exercise Shares issued upon and the exercise of this Warrant will Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT OR (2) PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS TERMS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE CONDITIONS OF A TRANSACTION EXEMPT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 15, 2011, AS AMENDED FROM REGISTRATIONTIME TO TIME, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION AND CERTAIN HOLDERS OF COUNSEL REASONABLY SATISFACTORY ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SECRETARY OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateCOMPANY.”

Restrictive Legend. Until such time as the Shares Each Warrant Share issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Warrants shall bear a legend in substantially containing the following form: words THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ALL OR APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAW, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY RELATING TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSDISPOSITION OF SECURITIES, INCLUDING RULE 144. In connection with a transfer of Shares issued The requirement that the above securities legend be placed upon certificates evidencing any such securities shall cease and terminate upon the exercise earliest of this Warrant the following events: (i) when such shares are transferred in reliance on an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), Act or (Ciii) no longer require when such restrictive legend on Shares, as set forth shares are transferred in any other transaction if the seller delivers to the Corporation an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the CompanyCorporation, if or a "no-action" letter from the restrictive legend is still Staff of the Securities and Exchange Commission, in place, either case to the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time that such legend is no longer appropriatenecessary in order to protect the Corporation against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. Upon the occurrence of such event, the Corporation, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend. Upon the occurrence of any event requiring the removal of a legend hereunder, the Corporation, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

Restrictive Legend. Until such time as All shares of the Shares Company Common Stock to be ------------------- delivered to the Entech Stockholders hereunder shall be issued upon the conversion of this Warrant have been sold pursuant to an effective exemption from registration statement under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), inasmuch such shares to be issued to the Entech Stockholders will be issued for investment purposes without a view to distribution. In addition, all of the Entech Stockholders will have had access to information concerning the Company and its business prospects, as required by the Securities Act. Furthermore, there will be no general solicitation or Shares advertising for the purchase of the shares of the Company Common Stock covered by this Agreement. The securities are to be issued upon to the exercise Entech Stockholders after thorough discussions that comprise less than 35 Non-Accredited Investors as defined in the Securities Act. Finally, the Company's stock transfer agent will be instructed not to transfer any of this Warrant such shares, unless such shares are eligible registered for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued or there is an exemption with respect to Shares issued upon their transfer. All shares of the exercise of this Warrant will Company Common Stock to be delivered to the Entech Stockholders hereunder shall bear a restrictive legend in substantially the following form: "THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SHARES NOR ANY STATE OR OTHER JURISDICTION. THE SECURITIES INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate."

Restrictive Legend. Until such time as The Warrants are being acquired and any Warrant Shares to be acquired by the Shares issued upon the conversion of Holder pursuant to this Warrant have been sold pursuant to an effective (collectively, "Securities") will be acquired for investment for the Holder's own account and not with a view to, or for resale in connection with, any distribution of such Securities within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Securities will not be sold, transferred or otherwise disposed of without registration statement under the Act, Securities Act and state securities laws or qualification for exemptions therefrom. The Holder agrees that each certificate evidencing the Warrant Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as may be inscribed with a legend to the number of securities foregoing effect, which legend will be as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following formfollows: THE SECURITIES EVIDENCED ORDINARY SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION DISPOSED OF UNLESS AND UNTIL SUCH SHARES ARE FIRST REGISTERED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND ALL RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNLESS AND UNTIL THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED HOLDER HEREOF PROVIDES (i) INFORMATION REASONABLY NECESSARY TO CONFIRM THAT SUCH REGISTRATION IS NOT REQUIRED OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY EFFECT THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREQUIRED. In connection The Holder agrees that the Corporation may place a stop transfer order with a the Corporation's transfer agent, if any, with respect to any noncomplying transfer of Shares issued upon the exercise of this certificates representing any Warrant in reliance Shares, which stop transfer order will be removed by the Corporation on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateforegoing.

Restrictive Legend. Until such time as The share certificates for the Ordinary Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, acquired hereunder shall be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend in substantially the following form: THE form (unless registered under the Securities Act or if the Holder delivers to the Founder Holdco an opinion of counsel (who may be an employee of the Holder) reasonably satisfactory in form and substance to the Founder Holdco, that such shares do not require registration under the Securities Act or any applicable state securities laws): THESE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER SUCH ACT OR A COMPARABLE DOCUMENT 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 ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF JANUARY 15, 2010, AMONG THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWSREPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. In connection with Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a transfer of Shares new certificate issued upon the exercise completion of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold public distribution pursuant to an effective a registration statement under the Securities Act) shall also bear such legend unless, (B) have been held in the opinion of counsel selected by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, (who may be an affiliate employee of the Company (as defined in Rule 144 promulgated Holder) and reasonably acceptable to the Founder Holdco, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriate.

Restrictive Legend. Until Each certificate representing the Securities, the shares of Common Stock underlying the Warrants and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Shares issued upon the conversion of this Warrant certificate shall have been sold pursuant to an effective registration statement registered under the Securities Act, ) be stamped or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued otherwise imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE 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 OFFERED FOR SALE IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been heldACT. Upon receipt request of such representation letterPurchaser, the Company shall promptly remove the restrictive foregoing legend on Sharesfrom the certificate or issue to such holder a new certificate therefor free of any transfer legend, and if, with such request, the Company shall bear have received either an opinion of counsel in form, substance and scope reasonably acceptable to the Company, or the "no-action" letter referred to in Section 4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144 or any successor rule, in which case no such opinion or "no-action" letter shall be required. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all costs associated with of the removal Registrable Securities and, if required under the terms of such legend from Sharesarrangement, such Purchaser may transfer pledged or secured Registrable Securities to the pledgees or secured parties. If required by the Company's transfer agent in order to effect a pledge, the Company shall cause its counsel, at no cost to the Purchasers, to issue an opinion of counsel to the Company's transfer agent. Further, no notice shall be required of such pledge. At the appropriate Purchasers' expense, the Company will execute and deliver such time reasonable documentation as Shares issued upon a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the conversion Registrable Securities, including the preparation and filing of this Warrant any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Certificates evidencing shares of Common Stock (Aincluding shares underlying the Warrants) have been sold shall not contain any legend (i) following any sale of such shares pursuant to an effective a registration statement under the Actor Rule 144, (Bii) have been held by the Holder if such shares are eligible for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in sale under Rule 144 promulgated under the Securities Act144(k), or (Ciii) no longer require if such restrictive legend on Sharesis not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, determined by the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendits counsel. The Company shall cooperate with agrees that following the Holder effective date of the registration statement required to effect the removal of be filed hereunder or at such legend from Shares at any time as such legend is no longer appropriaterequired, it will, no later than five trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing shares of Common Stock issued with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

Restrictive Legend. Until such time as The book-entry credits representing the Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the ActShares, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately soldwhen issued, each certificate issued with respect to Shares issued upon the exercise of this Warrant will bear a restrictive legend in substantially the following form: [******] - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “THE SECURITIES EVIDENCED BY THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONCERTAIN STATES. THE THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with REQUIRED.” The legend set forth in this Section 7.4 and the related notation in Agenus’s stock books shall be removed and Agenus shall cause such legend to be removed from the book-entry credits representing the Shares within two Business Days of receipt of a transfer of request pursuant to Section 9.6 by Purchaser if (i) the Shares issued upon the exercise of this Warrant in reliance on Rule 144 promulgated are registered for resale under the Securities Act, (ii) the Holder Shares are sold or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made transferred in compliance with Rule 144 promulgated 144, or (iii) the Shares are eligible for sale under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated without the requirement for Agenus to be in compliance with the current public information required under Rule 144. Following Rule 144 becoming available for the Act) resale of Shares, without the requirement for Agenus to be in compliance with the current public information required under Rule 144, Agenus shall (at Agenus’s expense), upon the written request of Purchaser, and a certification as to the length within two Business Days of time the applicable equity interests have been held. Upon receipt of such representation letterrequest pursuant to Section 9.6, cause its counsel to issue to the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with Transfer Agent a legal opinion authorizing the removal of such the legend from the book-entry credits representing the Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held if requested by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateTransfer Agent.

Restrictive Legend. Until such time as the Each certificate representing Geokinetics Shares issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then will be immediately sold, each certificate issued imprinted with respect to Shares issued upon the exercise of this Warrant will bear a legend substantially in substantially the following form: THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT EFFECTIVE UNLESS SUCH TRANSFER IS MADE (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT AND IN EACH CASE IN ACCORDANCE COMPLIANCE WITH ALL ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR SUCH OTHER APPLICABLE LAWSLOCAL SECURITIES LAW (INCLUDING WITHOUT LIMITATION THE DELIVERY OF A LEGAL OPINION FROM COUNSEL TO THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY THE COMPANY). In connection Each holder desiring to transfer a Geokinetics Share first must furnish the Buyer with (i) a transfer of Shares issued upon the exercise of this Warrant written opinion reasonably satisfactory to Buyer in reliance on Rule 144 promulgated under the Act, the Holder or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not an affiliate of the Company (as defined in Rule 144 promulgated under the Act) form and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend substance from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to Buyer by reason of experience to the Company, if effect that the restrictive legend is still holder may transfer the Geokinetics Shares as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Buyer in place, form and substance agreeing to be bound by the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. The Company shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriaterestrictions on transfer contained herein.

Restrictive Legend. Until such time as Executive understands and agrees that the Shares certificate(s) for shares of Stock issued upon the conversion of this Warrant have been sold pursuant to an effective registration statement under the Act, or Shares issued upon the exercise of this Warrant are eligible for resale pursuant to Rule 144 promulgated under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to Shares issued upon the exercise of this Warrant will Executive shall bear a legend in substantially the following formlegend until (a) such shares shall have been registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a registration statement that has been declared effective; or (b) in the opinion of counsel reasonably acceptable to the Company, such shares may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws: "THE SECURITIES EVIDENCED REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED DELIVERED AFTER SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES 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 CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS. In connection with a transfer of Shares issued REQUIRED." 1 Exhibit A shall include the following terms and conditions: 1,500,000 shares in the Option shall vest immediately upon the Effective Date; 1,500,000 shares shall vest on the first anniversary date of the Effective Date; and 1,500,000 shares shall vest on the second anniversary of the Effective Date. All vested shares shall become exercisable at an exercise price of $1.00 per share. If Executive is terminated pursuant to Section 5.1 (Termination by the Company for Cause) or resigns pursuant to Section 5.6 of this Warrant in reliance on Rule 144 promulgated under Agreement (Resignation by Executive Other Than for Good Reason), then he shall (x) lose all right and claim to any portion of the ActOption which has not vested at the time of such resignation or termination, and (y) forfeit half of any portion of the Holder or its broker shall deliver Option which has vested but has not at such time been exercised. If Executive is terminated pursuant to Section 5.4 (Termination by the Company for Convenience) or resigns pursuant to Section 5.5 of this Agreement (Resignation by Executive for Good Reason), then all unvested portions of the Option shall vest immediately. Executive shall have the remainder of the Option term to exercise options on vested shares, except for 50% of the vested but unexercised options that are forfeited following a broker representation letter providing to the Company termination for cause or resignation other than for good reason. Executive shall not dispose of or transfer any information the Company reasonably deems necessary to determine that such sale is made in compliance with Rule 144 promulgated under the Act, including, as may be appropriate, a certification that such Holder is not shares of Stock while he remains an affiliate employee of the Company (as defined and for a period of six months thereafter. Executive may, at his option, exercise the Option in Rule 144 promulgated under the Act) and a certification as to the length of time the applicable equity interests have been held. Upon receipt of such representation letter, the Company shall promptly remove the restrictive legend on Shares, and the Company shall bear all costs associated with the removal of such legend from Shares. At such time as Shares issued upon the conversion of this Warrant (A) have been sold pursuant to an effective registration statement under the Act, (B) have been held by the Holder for more than one year where the Holder is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), or (C) no longer require such restrictive legend on Shares, as set forth in an opinion of counsel reasonably satisfactory to the Company, if the restrictive legend is still in place, the Company agrees, upon request of such Holder, to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legendcashless exercise transaction. The Company Option shall cooperate with the Holder to effect the removal of such legend from Shares at any time such legend is no longer appropriateexpire after five years.