Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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.

Restrictive Legend. This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): : THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Capital Stock. Upon request of the holder of a Common Capital Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided PROVIDED that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A Professional Law Corporation, 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.

Restrictive Legend. This Warrant andThe Standby Purchasers acknowledge and agree that the Series A Preferred issued pursuant to this Agreement and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, unless registered under the Securities Actconversion of such securities, any Warrant Shares issued upon exercise hereof recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear a legend restrictive legends in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER SAID ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONSPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY OR OTHERWISE AS PERMITTED BY LAW. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, removed and the Company shall issue a certificate without such legend to that the holder a new certificate free of any such securities upon which it is stamped, if such securities are registered for sale under an effective registration statement filed under the foregoing legend, if, with Securities Act or if such request, such holder provides securities are proposed to be sold pursuant to an exemption from registration and the Company with receives an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed it with respect to be acceptable to the Company) to the effect that the securities evidenced by compliance with such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Actexemption.

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Each certificate for Warrant Shares issued upon exercise hereof shall bear a legend in substantially be stamped or otherwise imprinted with the following form (in addition to any legends required under applicable state securities laws): legend: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT LAWS, SUCH EXEMPTION TO AN EXEMPTION FROM BE EVIDENCE BY SUCH REGISTRATION AND QUALIFICATIONDOCUMENTATION AS THE ISSUER MAY REASONABLY REQUEST. The Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of also bear such legend unless, the holder of a Common Stock certificate, such certificate shall have delivered to the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel, in writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect ), that the securities evidenced by such certificate may represented thereby need no longer be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated subject to restrictions on resale under the Securities ActAct or any state securities laws.

Restrictive Legend. This Except as otherwise provided in this Section 2, each certificate for Warrant and, unless registered under Shares initially issued upon the Securities Act, any exercise of this Warrant and each certificate for Warrant Shares issued upon exercise hereof to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: “THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE REGISTRATION REQUIREMENTS OF SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATION. The IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall be appropriately modified upon issuance terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the Holder of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificateeven date herewith, or (ii) the Company shall issue to that holder a new certificate free of have received from the foregoing legend, if, with such request, such holder provides the Company with Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed such legend is not required in order 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 ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. This Warrant and, Each certificate representing Restricted Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (unless otherwise permitted or unless the Registrable Securities evidenced by such certificate shall have been registered under the Securities Act), any Warrant Shares issued upon exercise hereof shall bear a legend in substantially the following form (in addition to any legends legend required under applicable state securities laws): : THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT OFFERED FOR SALE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS ABSENCE OF SUCH ACT REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS HOLDER OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION SHARES, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common StockTHE COMPANY. Upon request of the holder a Holder of such a Common Stock certificate, the Company shall remove the foregoing legend from the certificate or issue to that holder such Holder a new certificate free of the foregoing any transfer legend, if, with such request, such holder provides the Company with an receives the opinion of counsel reasonably acceptable referred to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Companyin Section 9(b) to the effect that the securities any transfer by such Holder of Registrable Securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be sold without restriction under removed pursuant to Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act144(k), in which case no such opinion shall be required.

Restrictive Legend. This Each certificate representing (i) the Shares (including the Option Shares and the Warrant andShares), (ii) the Conversion Shares or (iii) any other securities issued in respect of such securities 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 registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear Act or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends legend required under applicable state securities laws): THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS AMENDED, OR REGISTERED OR QUALIFIED TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED LAW OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common StockUNDER SAID ACT. Upon request of the a holder of such a Common Stock certificate, the Company shall remove the foregoing legend from the certificate or issue to that such holder a new certificate therefor free of the foregoing any transfer legend, if, with such request, such holder provides the Company with an shall have received a written opinion of legal counsel who shall be reasonably acceptable satisfactory to the Company, addressed to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable and reasonably satisfactory in form and substance to the Company) 's counsel, to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or legend is not required in order to establish compliance with any other rule permitting resales provisions of securities without restriction) promulgated under the Securities Act.

Restrictive Legend. This The Warrant Shares shall be represented by certificates, and, unless registered under otherwise permitted by the Securities Actprovisions of this §8.2, any Warrant Shares issued upon exercise hereof shall bear be marked with a legend in reading substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND as follows: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE . THE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERREDTRANSFERRED OR ASSIGNED IN THE ABSCENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, PLEDGEDAS AMENDED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONLAWS. The legend If a registration statement covering the Warrant or any Warrant Shares shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of become effective under the holder of a Common Stock certificateSecurities Act and under any applicable state securities laws, or if the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with receive an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP which shall be deemed to be acceptable include counsel to the Company) Company and counsel to the effect that original Holder of the securities evidenced Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction144(k) promulgated under the Securities Act), the Company shall, 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 a Holder, the Company shall forthwith request counsel to render an opinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear be stamped or imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (provided PROVIDED that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A Professional Law Corporation, 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.

Restrictive Legend. This Warrant andEach certificate representing Preferred Shares or Restricted Shares shall, unless registered under the Securities Actexcept as otherwise provided in this Section 2.1 or in Section 2.2, any Warrant Shares issued upon exercise hereof shall bear be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legends required under applicable state securities laws): form: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES ACT (ONTARIO) OR REGISTERED ANY STATE OR QUALIFIED UNDER ANY APPLICABLE STATE PROVINCIAL SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF ALL SUCH STATE SECURITIES APPLICABLE LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND QUALIFICATIONA DAY AFTER THE LATER OF (i) [INSERT THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. The A certificate shall not bear such legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of if in the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable satisfactory to the Company (provided it being agreed that Irell & Xxxxxxx Procter LLP and Stikeman Elliott LLP shall be deemed to be acceptable to the Companysatisfactory) to the effect that the securities evidenced by such certificate represented thereby may be publicly sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated registration under the Securities Act, Canadian Securities Laws and any applicable state securities laws.

Restrictive Legend. This Each Warrant and, unless registered under the Securities Act, any Warrant Shares Share issued upon exercise hereof of this Warrant shall bear a legend in substantially containing the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND words: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE . THE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT 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 AND QUALIFICATION. ACT." The requirement that the above legend be placed upon certificates evidencing any such securities shall be appropriately modified cease and terminate upon issuance of certificates for shares of Common Stock. Upon request the earliest of the holder of a Common Stock certificatefollowing events: (i) when such shares are transferred in an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 under the Company shall issue Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with Corporation an opinion of its counsel, which counsel and opinion shall be reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to Corporation, or a "no-action" letter from the Company) Staff of the Securities and Exchange Commission, in either case to the effect that such legend is no longer necessary in order to protect the securities evidenced Corporation against a violation by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales it of securities without restriction) promulgated under the Securities ActAct 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.

Restrictive Legend. This Warrant andEach certificate representing the Series B Preferred or Conversion Stock shall, unless registered under the Securities Actexcept as otherwise provided in this Article V, any Warrant Shares issued upon exercise hereof shall bear a legend be stamped or otherwise imprinted with legends substantially in substantially the following form (in addition to any legends required under applicable state securities laws): form: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWSAMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER 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 IS AVAILABLE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND QUALIFICATIONCERTAIN RESTRICTIONS ON VOTING CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED [________], 1999, AS THE SAME MAY BE AMENDED, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS LISTED ON THE SIGNATURE PAGES THEREOF. The A certificate shall not bear the Securities Act legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of or the holder of a Common Stock certificatelegend regarding this Agreement, as the Company shall issue to that holder a new certificate free of case may be, if in the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable satisfactory to the Company (provided it being agreed that Irell Shearman & Xxxxxxx LLP Sterling shall be deemed to be acceptable to the Companysatisfactory) to the effect that the securities evidenced by such certificate being sold thereby may be publicly sold without registration under the Securities Act or may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under being subject to the Securities Actrestrictions on sale specified in Article IV.

Restrictive Legend. This Except as otherwise provided in this Section 2, each certificate for Warrant and, unless registered under Shares initially issued upon the Securities Act, any exercise of this Warrant and each certificate for Warrant Shares issued upon exercise hereof to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: “THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE REGISTRATION REQUIREMENTS OF SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATION. The IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the holder of a Common Stock certificateRegistration Rights Agreement, or (ii) the Company shall issue to that holder a new certificate free of have received from the foregoing legend, if, with such request, such holder provides the Company with Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed such legend is not required in order 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 ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. This Warrant andEach certificate representing Series D Preferred Shares or Restricted Stock shall, unless registered under the Securities Actexcept as otherwise provided in this Section 2 or in Section 3, any Warrant Shares issued upon exercise hereof shall bear be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERREDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE REGISTRATION REQUIREMENTS SECURITIES ACT OF SUCH ACT 1933, AS AMENDED, AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS LAWS, OR PURSUANT TO THE AVAILABILITY OF AN EXEMPTION FROM SUCH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION. The APPLICABLE STATE SECURITIES LAWS." A certificate shall not bear such legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of if in the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable satisfactory to the Company (provided it being agreed that Irell Xxxxx, Xxxxxxx & Xxxxxxx Xxxxxxxxx, LLP shall be deemed to be acceptable to the Companysatisfactory) to the effect that the securities evidenced by such certificate represented thereby may be publicly sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated registration under the Securities ActAct and any applicable state securities laws.

Restrictive Legend. This Warrant andEach certificate or uncertificated share representing Registrable Securities shall, unless registered under the Securities Actexcept as otherwise provided in this Section 2, any Warrant Shares issued upon exercise hereof shall bear be stamped or otherwise imprinted or notated, as applicable, with a legend substantially in substantially the following form (in addition to any legends legend required under applicable state securities laws): THIS WARRANT AND “THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, AS AMENDEDSOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR REGISTERED OR QUALIFIED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH AN EXEMPTION FROM 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. THEREOF.” Upon request of the a holder of a Common Stock certificatesuch Registrable Securities, the Company shall remove the foregoing legend from the certificate or uncertificated shares or issue to that such holder a new certificate or uncertificated shares therefor free of such legend if there is an effective registration statement covering the foregoing legend, ifsecurities represented by such certificate or uncertificated shares or, with such request, such holder provides the Company with an shall have received either the opinion of counsel reasonably acceptable or no-action letter referred to in Section 2.2 (unless such opinion of counsel or no-action letter is not required by Section 2.2), subject in each case to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by continued effectiveness of such certificate may be sold without restriction under Rule 144 (registration statement, opinion of counsel or any other rule permitting resales of securities without restriction) promulgated under the Securities Actno-action letter.

Restrictive Legend. This Warrant and, unless registered under the Each certificate representing Registrable Securities Act, any Warrant Shares issued upon exercise hereof shall bear a legend substantially in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: “THE SECURITIES ISSUABLE UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, HYPOTHECATED THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. ACT.” The foregoing legend shall be appropriately modified upon issuance of removed from the certificates for shares of Common Stock. Upon representing any Registrable Securities, at the request of the holder of a Common Stock certificatethereof, and the Company shall issue a certificate without such legend to that the holder a new certificate free of the foregoing legendRegistrable Securities if (i) those securities are registered under the Securities Act, if, with (ii) such request, holder satisfies the requirements of Rule 144 under the Securities Act or (iii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the a sale or transfer of those securities evidenced by such certificate may be sold made without restriction under Rule 144 (registration or any other rule permitting resales of securities without restriction) promulgated under the Securities Actqualification.

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear be stamped or imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder Holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder Holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (provided that Irell O'Melveny & Xxxxxxx Xxxxx 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.

Restrictive Legend. This Warrant andEach certificate representing Preferred Shares, unless registered under the Securities ActConversion Shares or Restricted Stock shall, any Warrant Shares issued upon exercise hereof shall bear except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: “THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERREDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE REGISTRATION REQUIREMENTS SECURITIES ACT OF SUCH ACT 1933 AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS LAWS, OR PURSUANT TO THE AVAILABILITY OF AN EXEMPTION FROM SUCH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND QUALIFICATION. The APPLICABLE STATE SECURITIES LAWS.” A certificate shall not bear such legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of if in the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable satisfactory to the Company (provided it being agreed that Irell & the opinion of Xxxxxxx LLP Procter LLP, among others, shall be deemed to be acceptable to the Companysatisfactory) to the effect that the securities evidenced by such certificate represented thereby may be publicly sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated registration under the Securities ActAct and any applicable state securities laws.

Restrictive Legend. This Warrant The Buyer acknowledges and agrees that the Preferred Stock and, unless until such time as the Common Stock has been registered under the 1933 Act as contemplated by the Registration Rights Agreement and sold in accordance with an effective Registration Statement or an applicable exemption from registration, certificates and other instruments representing any of the Securities Act, any Warrant Shares issued upon exercise hereof shall bear a restrictive legend in substantially the following form (in addition to and a stop-transfer order may be placed against transfer of any legends required under applicable state securities lawssuch Securities): THIS WARRANT AND THESE SECURITIES (THE SECURITIES ISSUABLE UPON EXERCISE HEREOF "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT OFFERED FOR SALE IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT FOR THE SECURITIES OR AN OPINION OF SUCH ACT AND COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATIONIS NOT REQUIRED. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificatepromptly removed, and the Company shall issue a certificate without such legend to that the holder a new certificate free of the foregoing legendany such Securities upon which such legend is stamped, if, unless otherwise required by federal or state securities laws, (i) such Securities are registered for resale under the Securities Act and are sold in accordance with such requestan effective Registration Statement, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided reasonable assurances that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may Securities can be sold without restriction under pursuant to Rule 144 (or any other rule permitting resales of securities without restriction144(k) promulgated under the Securities Act. The Company shall bear the cost of the removal of any legend as anticipated by this Section 4.

Restrictive Legend. This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof, shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): : THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an a reasonable opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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.

Restrictive Legend. This Warrant and, unless registered under Each certificate evidencing the Securities Act, any Warrant Shares issued upon exercise hereof shall in accordance with the terms of the Note will bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND terms: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS PROVISIONS OF SUCH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONAPPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.03 upon the transferability of the Shares shall cease and terminate as to any particular Share when such Share shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. The legend Whenever the restrictions imposed by this Section 1.03 shall terminate as to any Share as hereinabove provided, the holder thereof shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of entitled to receive from the holder of a Common Stock certificateCompany, the Company shall issue to that holder without expense, a new certificate free of evidencing such Share not bearing the foregoing legend, if, with restrictive legend otherwise required to be borne by a certificate evidencing such request, such holder provides Share; provided that the Company with may require an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) it 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 no legend is required under the Securities ActAct and applicable state securities laws or foreign securities laws.

Restrictive Legend. This Except as otherwise provided in this Section 2, each certificate for Warrant and, unless registered under Shares initially issued upon the Securities Act, any exercise of this Warrant and each certificate for Warrant Shares issued upon exercise hereof to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: “THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE REGISTRATION REQUIREMENTS OF SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATION. The IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall be appropriately modified upon issuance terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the Holder dated as of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificateFebruary 21, 2007, or (ii) the Company shall issue to that holder a new certificate free of have received from the foregoing legend, if, with such request, such holder provides the Company with Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed such legend is not required in order 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 ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. This Warrant andKolomoisky acknowledges and agrees that, unless until such time as the Shares shall have been registered under the Securities ActAct in accordance with the terms of the Registration Rights Agreement or sold in accordance with Clause 6.1, any Warrant the Shares issued upon exercise hereof shall bear a restrictive legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE TERMS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS SUBSCRIPTION AGREEMENT DATED AS OF SUCH STATE SECURITIES LAWS OR AUGUST 24, 2007, PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONSPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. OR OTHERWISE AS PERMITTED BY LAW. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of removed and CME Ltd. shall issue a certificate without such legend to the holder of a Common Stock certificateany Share upon which it is stamped, if such Share is registered for sale under an effective registration statement filed under the Company shall issue Securities Act pursuant to that holder a new certificate free of the foregoing legend, if, with Registration Rights Agreement or if such request, such holder provides the Company with Shares are proposed to be sold pursuant to an exemption from registration as provided in this Agreement and CME Ltd. receives an opinion of counsel reasonably acceptable satisfactory to it with respect to compliance with such exemption. Kolomoisky agrees to sell all Shares, including those represented by a certificate(s) from which the Company (provided that Irell & Xxxxxxx 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 Actlegend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Restrictive Legend. This Warrant andEach certificate representing Preferred Stock or Registrable Securities shall, unless registered under the Securities Actexcept as otherwise provided in this Section 2 or in Section 3, any Warrant Shares issued upon exercise hereof shall bear a legend be stamped or otherwise imprinted with legends substantially in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND forms: “THE SECURITIES ISSUABLE UPON EXERCISE HEREOF EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED EXCEPT DISPOSED OF IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF STATEMENT THEREOF UNDER SUCH ACT AND COMPLIANCE WITH ALL SUCH APPLICABLE LAWS, OR, IF REQUESTED, A WRITTEN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.” “THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND QUALIFICATION. The THE STOCKHOLDER, INCLUDING, BUT NOT LIMITED TO, MARKET STAND OFF RIGHTS.” A certificate shall not bear such legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of if in the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an written opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable delivered to the Company) , in form and substance reasonably satisfactory to the effect that Company, the securities evidenced by such certificate represented thereby may be publicly sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated registration under the Securities ActAct and any applicable state securities laws.

Restrictive Legend. This Except as otherwise provided in this Section 2, each certificate for Warrant and, unless registered under Shares initially issued upon the Securities Act, any exercise of this Warrant and each certificate for Warrant Shares issued upon exercise hereof to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: "THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE REGISTRATION REQUIREMENTS OF SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATION. The IS NOT REQUIRED." Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall be appropriately modified upon issuance terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the Holder of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificateeven date herewith, or (ii) the Company shall issue to that holder a new certificate free of have received from the foregoing legend, if, with such request, such holder provides the Company with Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed such legend is not required in order 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 ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. This Warrant andEach certificate representing (a) Preferred Stock, unless registered under the Securities Act(b) Common Stock, any Warrant Shares (c) shares of Common Stock issued upon exercise hereof conversion of the Preferred Stock, (d) Registrable Securities or (e) any other securities of the Company issued in respect of the Common Stock, Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear (unless otherwise permitted by the provisions of Section 2) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THESE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT TRANSFERRED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS ABSENCE OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONTHEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT 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 OFFICES OF THE CORPORATION. Each Holder consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 3. The legend Company shall be appropriately modified upon issuance of obligated to reissue promptly unlegended certificates for shares of Common Stock. Upon at the request of any Holder thereof if the holder of a Common Stock certificate, the Company Holder shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with have obtained an opinion of counsel at such Holder’s expense (which counsel may be counsel to the Company) reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate proposed to be disposed of may lawfully be sold so disposed of without restriction under Rule 144 (registration, qualification or any other rule permitting resales of securities without restriction) promulgated under the Securities Actlegend.

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares Each Option Share issued upon exercise hereof of this Option shall bear a legend in substantially containing the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND words: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS, . THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED EXCHANGED, TRANSFERRED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. "BLUE SKY" LAWS." The requirement that the above legend be placed upon certificates evidencing any such securities shall be appropriately modified cease and terminate upon issuance of certificates for shares of Common Stock. Upon request the earliest of the holder of following events: (i) when such shares are transferred in a Common Stock certificatepublic offering, (ii) when such shares are transferred pursuant to Rule 144 under the Company shall issue Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with Corporation an opinion of its counsel, which counsel and opinion shall be reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) Corporation to the effect that such legend is no longer necessary in order to protect the securities evidenced Corporation against a violation by such certificate may be sold without restriction under Rule 144 (it of the Securities Act or any applicable state securities or "blue sky" laws upon any sale or other rule permitting resales 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 without restriction) promulgated under as to which the Securities Actrequirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Restrictive Legend. This Warrant, any Warrant and, unless registered under the Securities Act, issued upon transfer of this Warrant and any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): THIS WARRANT AND : THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATIONOR QUALIFICATION THEREFROM. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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.

Restrictive Legend. This Warrant andEach certificate representing shares of the Company's Common Stock, unless registered under including those received upon exercise of the Securities ActWarrant, any Warrant Shares issued upon exercise hereof stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THESE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT TRANSFERRED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS ABSENCE OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND QUALIFICATIONRESTRICTING 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 OFFICES OF THE CORPORATION." The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 3. The legend Company shall be appropriately modified upon issuance of obligated to reissue promptly unlegended certificates for shares of Common Stock. Upon at the request of any Holder thereof if the holder of a Common Stock certificate, the Company Holder shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate proposed to be disposed of may lawfully be sold so disposed of without restriction under Rule 144 (registration, qualification or any other rule permitting resales of securities without restriction) promulgated under the Securities Actlegend.

Restrictive Legend. This Each certificate for Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof Stock shall bear a legend in substantially be stamped or otherwise imprinted with the following form (in addition to any legends required under applicable state securities laws): legend: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT LAWS, SUCH EXEMPTION TO AN EXEMPTION FROM BE EVIDENCE BY SUCH REGISTRATION AND QUALIFICATIONDOCUMENTATION AS THE ISSUER MAY REASONABLY REQUEST. The Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of also bear such legend unless, the holder of a Common Stock certificate, such certificate shall have delivered to the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable counsel, in writing and addressed to the Company (provided that Irell & Xxxxxxx LLP which counsel and opinion 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.reasonably

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear be stamped or imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (provided PROVIDED that Irell & Xxxxxxx 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.

Restrictive Legend. This The Warrant and any Warrant Shares shall be represented by certificates, and, unless registered under otherwise permitted by the Securities Actprovisions of this Section 9.2, any Warrant Shares issued upon exercise hereof shall bear be marked with a legend in reading substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND as follows: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION REQUIREMENTS OF OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY SUCH LAWS THAT MAY BE APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE REGISTRATION OR QUALIFICATION REQUIREMENTS CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT BETWEEN THE ISSUER AND THE INITIAL HOLDER OF SUCH STATE SECURITIES LAWS OR THE WARRANT PURSUANT TO AN EXEMPTION FROM WHICH SUCH REGISTRATION AND QUALIFICATIONSECURITIES WERE ISSUED. The legend If a registration statement covering the Warrant or any Warrant Shares shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of become effective under the holder of a Common Stock certificateSecurities Act and under any applicable state securities laws, or if the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with receive an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP which shall be deemed to be acceptable include counsel to the Company) Company and counsel to the effect that original Holder of the securities evidenced Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded 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), the Company shall, 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 a Holder, the Company shall forthwith request counsel to render an opinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. This Warrant The Buyer acknowledges and agrees that the Preferred Stock and, unless until such time as the Company Common Stock has been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement and sold in accordance with an effective Registration Statement, certificates and other instruments representing any Warrant Shares issued upon exercise hereof of the Preferred Stock or shares of the Company Common Stock shall bear a restrictive legend in substantially the following form (in addition to and a stop-transfer order may be placed against transfer of any legends required under applicable state securities lawssuch Securities): THIS WARRANT AND THESE SECURITIES (THE SECURITIES ISSUABLE UPON EXERCISE HEREOF "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT OFFERED FOR SALE IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT FOR THE SECURITIES OR AN OPINION OF SUCH ACT AND COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM CORPORATION THAT SUCH REGISTRATION AND QUALIFICATIONIS NOT REQUIRED. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificatepromptly removed, and the Company shall issue a certificate without such legend to that the holder a new certificate free of the foregoing legendany shares of Preferred Stock or Company Common Stock upon which such legend is stamped, if, with unless otherwise required by state securities laws, (i) such requestSecurities are registered for resale under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided reasonable assurances that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may Securities can be sold without restriction under pursuant to Rule 144 (or any other rule permitting resales of securities without restriction144(k) promulgated under the Securities Act. The Company shall bear the reasonable cost of the removal of any legend as anticipated by this Section 4.

Restrictive Legend. This Warrant andThe Standby Purchasers acknowledge and agree that Preferred Stock and Series A-1 Preferred Stock issued pursuant to this Agreement and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, unless registered under the Securities Actconversion of such securities, any Warrant Shares issued upon exercise hereof recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear a legend restrictive legends in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER SAID ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONSPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PROVIDENCE SERVICE CORPORATION (THE “COMPANY”) OR OTHERWISE AS PERMITTED BY LAW. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, removed and the Company shall issue a certificate without such legend to that the holder a new certificate free of any such securities upon which it is stamped, if such securities are registered for sale under an effective registration statement filed under the foregoing legend, if, with Securities Act or if such request, such holder provides securities are proposed to be sold pursuant to an exemption from registration and the Company with receives an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed it with respect to be acceptable to the Company) to the effect that the securities evidenced by compliance with such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Actexemption.

Restrictive Legend. This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): : THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided PROVIDED that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A Professional Law Corporation, 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.

Restrictive Legend. This Each certificate for Warrant and, unless registered under the Securities Act, any Warrant Shares Stock issued upon the exercise hereof of a Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): form: "THE SHARES EVIDENCED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAW AND MAY NOT BE SOLDOFFERED, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED UNLESS EITHER (1) SUCH SHARES ARE REGISTERED UNDER THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO (2) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND QUALIFICATION. LEGAL COUNSEL OF THE HOLDER OF SUCH SHARES (WHICH COUNSEL IS REASONABLY SATISFACTORY TO THE COMPANY) PROVIDES AN OPINION TO SUCH EFFECT TO THE COMPANY." The legend shall be appropriately modified Company shall, upon issuance of certificates for shares of Common Stock. Upon the request of the any holder of a Common Stock stock certificate bearing the foregoing legend and the surrender of such certificate, the Company shall issue to that holder a new stock certificate free of the foregoing legend, if, with without such request, legend if such holder provides the Company with an opinion of counsel reasonably acceptable shall have delivered to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable a legal opinion reasonably satisfactory to the Company) Company to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (restrictions set forth herein are no longer required or any other rule permitting resales of securities without restriction) promulgated necessary under the Securities ActAct or any applicable state law.

Restrictive Legend. This Warrant andKolomoisky acknowledges and agrees that, unless until such time as the CME Shares to be issued hereunder, if applicable, shall have been registered under the Securities ActAct in accordance with the terms of the Registration Rights Agreement or sold in accordance with Clause 10.1, any Warrant such CME Shares issued upon exercise hereof shall bear a restrictive legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND form: THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE TERMS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS ASSIGNMENT AGREEMENT DATED AS OF SUCH STATE SECURITIES LAWS OR JANUARY 31, 2008, PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONSPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. OR OTHERWISE AS PERMITTED BY LAW. The legend set forth above shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of removed and CME Ltd. shall issue a certificate without such legend to the holder of a Common Stock certificateany CME Share upon which it is stamped, if such CME Share is registered for sale under an effective registration statement filed under the Company shall issue Securities Act pursuant to that holder a new certificate free of the foregoing legend, if, with Registration Rights Agreement or if such request, such holder provides the Company with CME Shares are proposed to be sold pursuant to an exemption from registration and CME Ltd. receives an opinion of counsel reasonably acceptable satisfactory to it with respect to compliance with such exemption. Kolomoisky agrees to sell all CME Shares, including those represented by a certificate(s) from which the Company (provided that Irell & Xxxxxxx 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 Actlegend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Restrictive Legend. This Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx Mxxxxxx 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.

Restrictive Legend. This Warrant andThe Holder understands and agrees that, unless for so long as required pursuant to the Investor Agreements, any Conversion Shares shall contain the restrictive legends required pursuant to the terms of the Investor Agreements (the “IA Legends”). The Holder further understands and agrees that (A) until the Conversion Shares have been registered for sale or resale under the Securities Act, (B) are eligible for sale pursuant to Rule 144(b)(1) under the Securities Act without volume restriction or (C) have been sold pursuant to Rule 144, any Warrant Conversion Shares issued upon exercise hereof shall bear a restrictive legend (the “Securities Legend”) in substantially the following form (in addition to any legends required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THIS WARRANT AND “THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT DISPOSED OF IN COMPLIANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF SUCH ACT AND STATEMENT FOR THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS 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 REGISTRATION AS A SO-CALLED “4(1) AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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 ActA HALF” SALE.”

Restrictive Legend. This Each Share Certificate and each Warrant and, unless registered under Certificate issued at the Securities Act, any Warrant Shares issued upon exercise hereof shall Closing will bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND terms: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS PROVISIONS OF SUCH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONAPPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares and Warrant Shares shall cease and terminate as to any particular Common Share or Warrant Share when such Common Share or Warrant Share shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. The legend Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Common Share or Warrant Share as hereinabove provided, the holder thereof shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of entitled to receive from the holder of a Common Stock certificateCompany, the Company shall issue to that holder without expense, a new certificate free of evidencing such Common Share or Warrant Share not bearing the foregoing legend, if, with restrictive legend otherwise required to be borne by a certificate evidencing such request, such holder provides Common Share or Warrant Share; provided that the Company with may require an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) it 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 no legend is required under the Securities ActAct and applicable state securities laws or foreign securities laws.

Restrictive Legend. This Warrant andIf Bonds are issued upon the transfer, exchange or replacement of Bonds not bearing the legends required, as applicable, by the form of Bond attached as Exhibit A hereto (collectively, the “Restrictive Legend”), the Bonds so issued shall not bear the Restrictive Legend. If Bonds are issued upon the transfer, exchange or replacement of Bonds bearing the Restrictive Legend, or if a request is made to remove the Restrictive Legend on a Bond, the Bonds so issued shall bear the Restrictive Legend, or the Restrictive Legend shall not be removed, as the case may be, unless registered there is delivered to the Republic satisfactory evidence, which may include an Unrestricted Bonds Certificate, the form of which is attached in Exhibit D hereto, and an opinion of independent legal counsel in the United States, as may be reasonably required by the Republic, that neither the Restrictive Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Bonds are not “restricted securities” within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Republic, shall authenticate and deliver a Bond that does not bear the Restrictive Legend. The Republic agrees to indemnify the Trustee for, and to hold it harmless against, any Warrant Shares issued loss, liability or expense, including the fees and expenses of counsel, reasonably incurred, arising out of or in connection with actions taken or omitted by the Trustee in reliance upon exercise hereof shall such legal opinion and the delivery of a Bond that does not bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATIONRestrictive Legend. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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.ARTICLE THREE

Restrictive Legend. This Warrant andEach certificate representing Registrable Stock shall, unless registered under the Securities Actexcept as otherwise provided in this Section 2, any Warrant Shares issued upon exercise hereof shall bear be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: "THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF ALL SUCH STATE SECURITIES APPLICABLE LAWS OR PURSUANT IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The IS AVAILABLE." A certificate shall not bear such legend, or such legend shall be appropriately modified upon issuance promptly removed, if in the opinion of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, counsel satisfactory to the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or the Investor provides the Company with an opinion a certificate that such Investor satisfies all the requirements of counsel reasonably acceptable to Rule 144 (k). Each certificate for Registrable Stock shall bear the Company (provided legend set forth in this Section 2, except that Irell & Xxxxxxx 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 shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting resales public sale without registration under the Securities Act) or pursuant to an effective registration statement, or (ii) an opinion of counsel satisfactory to the Company to the effect that any proposed transfer of Registerable Stock may be effected without registration under the Securities Act and any applicable state securities laws and that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without restriction) promulgated registration under the Securities Act.

Restrictive Legend. This Warrant andCertificates for Common Stock delivered at a ------------------ Closing may be endorsed at the option of Issuer with restrictive legends that shall read substantially as follows: "The transfer of the shares represented by this certificate is subject to certain provisions of an agreement between the registered holder hereof and Issuer, unless a copy of which agreement is on file at the principal office of Issuer. A copy of the aforementioned agreement will be mailed to the holder without charge promptly after receipt by Issuer of a written request therefor." "The shares of Common Stock issued upon exercise hereof has been registered under the Securities Act, any Warrant Shares issued upon exercise hereof shall bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Act of 1933, AS AMENDEDand such securities have been acquired for investment and not with a view to, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificateor in connection with, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with sale or distribution thereof. No such request, such holder provides the Company with sale or distribution may be effected without an effective registration statement related thereto or an opinion of counsel reasonably acceptable in a form satisfactory to The Althexis Company, Inc. that such registration is not required under the Securities Act of 1933." It is understood and agreed that: (i) the reference to the Company resale restrictions of the Securities Act of 1933, as amended (provided that Irell & Xxxxxxx LLP the "Securities Act"), in the above -------------- legend shall be deemed removed by delivery of substitute certificate(s) without this reference if Holder shall have delivered to be acceptable Issuer a copy of a letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to the Company) Issuer, to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales this legend is not required for purposes of securities without restriction) promulgated under the Securities Act; (ii) the reference to the provisions of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) both are satisfied. In addition, the certificates shall bear any other legend as may be required by applicable law.

Restrictive Legend. This Warrant and, unless registered under Each certificate evidencing the Securities Act, any Warrant Shares issued upon exercise hereof shall on the Funding Date will bear a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND terms: "THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS PROVISIONS OF SUCH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONAPPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Shares shall cease and terminate as to any particular Share when such Share shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. The legend Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Share as hereinabove provided, the holder thereof shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of entitled to receive from the holder of a Common Stock certificateCompany, the Company shall issue to that holder without expense, a new certificate free of evidencing such Share not bearing the foregoing legend, if, with restrictive legend otherwise required to be borne by a certificate evidencing such request, such holder provides Share; provided that the Company with may require an opinion of counsel reasonably acceptable satisfactory to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable to the Company) it 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 no legend is required under the Securities ActAct and applicable state securities laws or foreign securities laws.

Restrictive Legend. This Warrant and, unless registered under ------------------ the Securities Act, any Warrant Shares issued upon exercise hereof shall bear be stamped or imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A -------- Professional Law Corporation, 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.

Restrictive Legend. This Warrant and, unless registered under The Purchaser acknowledges and agrees that each certificate representing the Securities Act, any Warrant Shares issued upon exercise hereof purchased hereunder shall bear be stamped or otherwise imprinted with a legend in substantially similar to the following form (in addition to any legends legend required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWSAMENDED (THE “ACT”), AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH UNLESS THE REGISTRATION REQUIREMENTS COMPANY HAS RECEIVED AN OPINION OF SUCH ACT COUNSEL SATISFACTORY TO THE COMPANY AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM ITS COUNSEL THAT SUCH REGISTRATION AND QUALIFICATIONIS NOT REQUIRED. Legend Removal. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request Company will instruct its transfer agent not to register the transfer of the holder Shares (or any portion thereof) unless the conditions specified in the foregoing legend(s) are satisfied, until such time as a transfer is made, pursuant to the terms of this Agreement, and in compliance with Rule 144 under the Securities Act or pursuant to a Common Stock certificateregistration statement or, if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or this Agreement, until such opinion of counsel (satisfactory to the Company and its counsel) has been received by the Company. Notwithstanding the foregoing, the Company shall issue to that holder a new certificate free will act reasonably in requesting the removal of the foregoing legend, if, with such request, such holder provides restrictive legend after the Company with an opinion Purchaser has satisfied the requirements of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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 ActAct and provide the opinion described above if requested.

Restrictive Legend. This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): : THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Capital Stock. Upon request of the holder of a Common Capital Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A Professional Law Corporation, 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.

Restrictive Legend. This The Warrant and any Common Stock issued under this Warrant will be represented by certificates and, unless registered under otherwise permitted by the Securities Actprovisions of this Section 11.2, any Warrant Shares issued upon exercise hereof shall will bear a legend in reading substantially the following form (in addition to any legends required under applicable state securities laws): as follows: THIS WARRANT AND ANY SHARES ACQUIRED UPON THE SECURITIES ISSUABLE UPON EXERCISE HEREOF OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT IN DISPOSED OF WITHOUT COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS PROVISIONS OF SUCH APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONAPPLICABLE EXEMPTIONS THEREFROM. The If a registration statement covering this Warrant or Common Stock (or Other Securities) issued upon the exercise of this Warrant becomes effective under the Securities Act and under any applicable state securities laws or, if Holdings receives an opinion of counsel (including counsel to Holdings and counsel to the holder of this Warrant) reasonably satisfactory to Holdings that, in the opinion of such counsel, the legend shall be appropriately modified upon issuance is not required (including, without limitation, because of the availability of an exemption afforded by Rule 144 under the Securities Act), Holdings will, or will instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates for shares of Common Stockwithout such legend. Upon the reasonable written request of the holder of a Common Stock certificatethe Warrant, Holdings will request counsel to render an opinion with respect to the Company shall issue to that holder a new certificate free of the foregoing legend, if, matters covered in this Section 11.2 and Holdings will pay all expenses in connection with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & Xxxxxxx 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 Actmatters.

Restrictive Legend. This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares issued upon exercise hereof of this Warrant or any portion thereof shall bear a legend in substantially be imprinted with the following form (legend, in addition to any legends legend required under applicable state securities laws): : THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT 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 AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell Xxxxxxx & Xxxxxxx LLP XxXxxxxx, A Professional Law Corporation, 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.

Restrictive Legend. This Each certificate for Warrant and, unless registered under the Securities Act, any Warrant Shares Stock issued upon the exercise hereof of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): form: "THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAW AND MAY NOT BE SOLDOFFERED, TRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH TRANSFERRED UNLESS EITHER (1) SUCH SHARES ARE REGISTERED UNDER THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO (2) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND QUALIFICATION. LEGAL COUNSEL OF THE HOLDER OF SUCH SHARES (WHICH COUNSEL IS REASONABLY SATISFACTORY TO THE COMPANY) PROVIDES AN OPINION TO SUCH EFFECT TO THE COMPANY." The legend shall be appropriately modified Company shall, upon issuance of certificates for shares of Common Stock. Upon the request of the any holder of a Common Stock stock certificate bearing the foregoing legend and the surrender of such certificate, the Company shall issue to that holder a new stock certificate free of the foregoing legend, if, with without such request, legend if such holder provides the Company with an opinion of counsel reasonably acceptable shall have delivered to the Company (provided that Irell & Xxxxxxx LLP shall be deemed to be acceptable a legal opinion reasonably satisfactory to the Company) Company to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (restrictions set forth herein are no longer required or any other rule permitting resales of securities without restriction) promulgated necessary under the Securities ActAct or any applicable state law.

Restrictive Legend. This Except as otherwise provided in this Section 2, each certificate for Warrant and, unless registered under Shares initially issued upon the Securities Act, any exercise of this Warrant and each certificate for Warrant Shares issued upon exercise hereof to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE form: “THESE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE REGISTRATION REQUIREMENTS OF SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION AND QUALIFICATION. The IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall be appropriately modified upon issuance terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the Holder dated as of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificateFebruary , 2008, or (ii) the Company shall issue to that holder a new certificate free of have received from the foregoing legend, if, with such request, such holder provides the Company with Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company (provided that Irell & Xxxxxxx LLP shall be deemed such legend is not required in order 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 ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.