Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. The Grantee acknowledges receipt of advice from Holding that (ai) Neither this Warrant nor the securities issuable upon exercise of this Warrant Exercise Shares have not been registered under the Securities Act of 1933 (based on an exemption provided under Rule 701 promulgated under the “Securities Act”) Act or qualified under any state or foreign securities laws (together with the Securities Actor "blue sky" laws, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) it is not anticipated that there will be any public market for the Holder’s delivery Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Grantee must continue to bear the Borrower economic risk of an opinion of counsel, reasonably satisfactory to the Borrower that investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in (iv) Rule 144 promulgated under the Securities Act (and "Rule 144") is not presently available with respect to the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning sales of the Securities Act. Upon exercise of this WarrantExercise Shares and Holding has made no covenant to make Rule 144 available, (v) when and if the persons entitled to receive the shares of securities into which this Warrant is exercisable Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to execute do so by law or by the terms of its Financing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and deliver (ix) a notation shall be made in the appropriate records of Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise Shares.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding that (ai) Neither this Warrant nor the offer and sale of the Shares hereby have been - registered on Form S-8 under the Securities Act but have not been qualified under any state securities issuable upon exercise or "blue sky" laws or foreign securities laws, (ii) -- the resale of this Warrant have the Shares by persons who are affiliates of Holding, within the meaning of Rule 405, has not been registered under the Securities Act of 1933 (the “Securities Act”) or qualified under any state securities or "blue sky" laws or foreign securities laws, (together with iii) it is not anticipated that there will be any public market for the Securities Act--- Shares, (iv) the “Acts”). Therefore, in order, among other things, Shares must be held indefinitely and the Purchaser must -- continue to ensure compliance with bear the Acts notwithstanding anything else economic risk of the investment in the Warrant to contrary, Shares unless there is a public market for the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Shares and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto Shares are registered for such Warrants or the securities into which this Warrant is exercisable, respectively, resale under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and to the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentextent required under the Securities Act), and not such state and foreign laws or an exemption from registration is available, (v) while Rule 144 promulgated under - the Securities Act ("Rule 144") is presently available with a view respect to distribution or resalesales of -------- the Shares, Holding has made no covenant to continue to make Rule 144 available, (vi) when and if the Shares may be disposed of without registration in reliance -- upon Rule 144, such disposition by an affiliate of Holding, within the meaning of Rule 405, can be made only in limited amounts in accordance with the Securities Act. Upon exercise terms and conditions of this WarrantRule 144, (vii) Holding does not plan to file reports with the persons entitled --- Commission or make public information concerning Holding available unless required to receive do so by law or the shares terms of securities into which this Warrant its financing agreements, (viii) if the ---- exemption afforded by Rule 144 is exercisable not available, sales of the Shares may be required difficult to execute effect because of the absence of public information concerning Holding, (ix) a restrictive legend in the form heretofore set forth shall be -- placed on the certificates representing the Shares and deliver (x) a notation shall be - made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsShares.

Securities Law Matters. In acquiring the REIT Shares and engaging in this transaction, SOIF II is not relying upon any representations made to it by the REIT, or any of the partners, officers, employees, affiliates or agents of the REIT, Operating Partnership or BRG Waterford, except with respect to any representations set forth in this Agreement (a) Neither this Warrant nor as such representations may be modified in accordance with the securities issuable upon exercise terms of this Warrant Agreement). SOIF II is aware of the risks involved in investing in the REIT Shares. SOIF II has had an opportunity to ask questions of, and to receive answers from, the REIT or a person or persons authorized to act on its behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the REIT. SOIF II confirms that all documents, records, and information pertaining to its investment in the REIT that have been requested by it, including a complete copy of the organizational documents of the REIT, have been made available or delivered to it prior to the date hereof. SOIF II represents and warrants that it has reviewed such documents and information as SOIF II has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the REIT. SOIF II understands that the REIT Shares have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), or any state securities laws (together with the Securities Act, the “Acts”). Therefore, acts and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from such registration requirements. The REIT Shares are being acquired by SOIF II solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and SOIF II does not have any present intention to enter into any contract, undertaking, agreement or arrangement with respect to any such resale. SOIF II understands that the registration requirements REIT’s Charter Documents will impose certain restrictions with respect to the transfer of the Acts is availableREIT Shares and, if the REIT elects to issue stock certificates for the REIT Shares, the certificates will contain, in addition to any other legend required to be set forth on the certificate by the REIT’s Charter Documents, the following legend reflecting the requirement that the REIT Shares cannot be resold without registration under such laws or the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK RESIDENTIAL GROWTH REIT, INC., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. The Holder of this WarrantTO THE EFFECT THAT THE PROPOSED SALE, including any successive WarrantTRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, further represents and warrants by accepting this Warrant that such Holder AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. SOIF II is an “Accredited Investoraccredited investor” as such that term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise Rule 501 of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of Regulation D under the Securities Act. Upon exercise of this Warrant, SOIF II acknowledges that the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance acquisition of the issuance SOIF II Waterford Interest by the REIT or its affiliates is in connection with the consummation of this Warrant the IPO and the securities issuable on exercise satisfaction of this Warrant with the Actsconditions set forth herein.

Securities Law Matters. (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available; provided, that the securities into which this Warrant is exercisable may be transferred by the Holder to its affiliates without satisfying the immediately preceding (i) and (ii) conditions. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. The ASSAC Series A Preferred Shares and any Conversion Shares (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Actcollectively, the “ActsASSAC Securities”). Therefore, in order, among other things, ) to ensure compliance with be acquired by any of the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the ActsWimbledon Parties, or (ii) by the Holder’s delivery Fund Shareholders, are being issued pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not the account of such Persons with a view to distribution no intention of distributing or resale, within reselling such securities or any part thereof in any transaction that would be in violation of the meaning registration requirements of the Securities Act and applicable state securities laws. Until registered for resale under the Securities Act, if any recipient of the ASSAC Securities should in the future decide to dispose of any of such ASSAC Securities, such Person may do so only in compliance with the registration requirements of the Securities Act and applicable state securities laws, as then in effect. Upon exercise Each of the Wimbledon Parties agrees that all certificates evidencing ASSAC Securities to be issued in connection with this WarrantAgreement and other transactions contemplated hereby shall contain the imprinting, the persons entitled to receive the shares so long as required by law, of securities into which this Warrant is exercisable may be required to execute and deliver a legend on certificates representing such ASSAC Securities to the Company such other documents and instrumentsfollowing effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsAS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Securities Law Matters. (a) Neither this Warrant nor Seller understands and acknowledges that the securities issuable upon exercise of this Warrant have Share Consideration has not been registered or qualified under the Securities Act of 1933 (the “Securities Act”) federal or any applicable state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the Share Consideration is being transferred to Seller in reliance upon applicable exemptions from such registration and qualification requirements. Seller is an "accredited investor" within the meaning of the federal securities which may be issued upon laws and acknowledges it has been furnished with or afforded access to, and has had the exercise hereofopportunity to ask questions and receive answers concerning, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery all information pertaining to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is availableShare Consideration. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder Share Consideration is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired by Seller for investment, investment only and not with a view to any resale or other distribution or resale, thereof. Seller understands that each share of Charter Class A Common Stock included in the Share Consideration is a "restricted security" within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled federal securities laws and agrees that it will not offer to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance sell or otherwise dispose of the issuance Share Consideration in violation of this Warrant the registration and qualification requirements of the federal and applicable state securities issuable on exercise of this Warrant with laws. The certificates for the ActsCharter Class A Common Stock included in the Share Consideration will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION DOES NOT VIOLATE THE PROVISIONS THEREOF.

Securities Law Matters. The Seller represents and warrants to the Purchaser and the Parent that (i) it will cause each person or entity issued Purchase Shares pursuant to Section 1.5 to make representations and warranties to the Parent and Purchaser substantially similar to those in this Section 2.28; and (ii) further that the Seller (a) Neither this Warrant nor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of accepting the Purchase Shares; (b) is acquiring the Purchase Shares hereby for its own account and not on behalf of any other person or persons; (c) is acquiring the Purchase Shares for investment purposes; (d) understands that the Purchase Shares may not be sold, transferred, assigned or otherwise disposed of except pursuant to an effective registration statement or upon receipt of an opinion of counsel reasonably satisfactory to the Parent that the transfer is exempt from registration under applicable state and federal securities issuable upon exercise of this Warrant have been registered laws; (e) is an “accredited investor” under the Securities Act of 1933 1933, as amended (the “Securities 1933 Act”); and (f) has been informed that the certificates representing the Purchase Shares will bear the following or any state securities laws (together with the Securities Actsubstantially similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, the “Acts”). ThereforeAS AMENDED, in orderOR UNDER ANY STATE SECURITIES LAWS, among other thingsAND MAY NOT BE SOLD, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsTRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Securities Law Matters. (aPlease check the ONE box applicable): ¨ A The undersigned holder (i) Neither this did not acquire the Warrant nor in the securities issuable upon United States or at a time when the undersigned was a U.S. Person or acting for the account or benefit of a U.S. Person or a person in the United States, (ii) it is not at the time of the exercise of the Warrant in the United States or a U.S. Person, (iii) the Warrants are not being exercised for the account or benefit of a U.S. Person or a person in the United States, and (iv) this Exercise Form was not executed or delivered in the United States. ¨ B. The undersigned holder is the Offshore Purchaser (as defined in the Warrant) and is exercising the Warrant have been registered as principal for its own account in an “offshore transaction” within the meaning of Rule 902 of Regulation S under the U.S. Securities Act of 1933 1933, as amended (the “U.S. Securities Act”) or any state securities laws (together with and the representations and warranties of the Offshore Purchaser made in Appendix B to the Securities ActPurchase Agreement are true and correct in relation to the exercise of the Warrants as though such representations, warranties and agreements were made on the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant date hereof and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Offshore Purchaser hereby represents and warrants to the Borrower of an opinion of counsel, Company as such. A-33 ¨ C. The undersigned holder has delivered to the Company evidence in form and substance reasonably satisfactory to the Borrower Company, which evidence may include, without limitation, an opinion of counsel of recognized standing (it being acknowledged and agreed to that Sxxxxxx, Rxxx & Zxxxx LLP is a counsel of recognized standing), to the effect that an exemption from the registration requirements of the Acts U.S. Securities Act is available. "United States" and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. The Holder undersigned holder understands that unless Box A or B above is checked, and the Company is, at the time of this Warrantexercise, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an a “Accredited Investorforeign issuer” as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act, the certificate representing the Warrant Shares issued upon exercise of the Warrant will, unless the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, bear a legend restricting transfer unless an exemption from such registration requirements is available. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Investor Services Inc. to issue the above indicated number of Common Shares in accordance with the Transfer Agent Instructions dated November [__], 2010 from the Company and acknowledged and agreed to Computershare Investor Services Inc. DEJOUR ENTERPRISES LTD. By: Name: Title: EXHIBIT B TRANSFER FORM For value received, the undersigned hereby sells, transfers and assigns unto __________________________________________________________________ (please print name of transferee) of _________________________________ _________________________________ _________________________________ (please print address of transferee) __________________________________________________________ warrants represented (please insert number of warrants to be transferred) by the within certificate. DATED this ____ day of _____________________, 20_____. NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER Warrants shall only be transferable in accordance with applicable laws and the regulations promulgated thereunder) resale of warrants and this Warrant and any securities shares issuable upon exercise of this warrants may be subject to restrictions under such laws. EXHIBIT B TRANSFER AGENT INSTRUCTIONS DEJOUR ENTERPRISES LTD. 500 - 000 Xxxxxx Xxxxx Xxxxxxxxx, X. X. X0X 0X0 Phone: (000) 000-0000 Facsimile: (604) 638-5051 November 15, 2010 Computershare Trust Company Sxxxx 000 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 TREASURY ORDER, RESERVATION ORDER AND INSTRUCTIONS Reference is made to that certain Securities Purchase Agreement, dated as of November 12, 2010 (the "Agreement"), by and among Dejour Enterprises Ltd., a company formed under the laws of the Provence of British Columbia (the "Company"), and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to which the Company (x) is issuing to the Holders (i) Common Shares, without par value (the "Common Shares") of the Company and (ii) warrants (the "Warrants"), which are exercisable to purchase Common Shares (“Warrant Shares”). Pursuant to the Agreement, 2,321,428 Warrants are being acquired for investmentissued pursuant to a prospectus supplement to a registration statement on Form F-3 (No. 333-162677) (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) to a purchaser in the United States, (the “U.S. Purchaser”), and not with a view will be in the form attached hereto as Appendix A (“U.S. Warrants”). 2,321,428 Warrants are being issued pursuant to distribution or resale, within an exclusion from the meaning registration requirements of the U.S. Securities Act. Upon exercise Act provided by Rule 903 of this WarrantRegulation S under the U.S. Securities Act to a purchaser offhsore, (the persons entitled to receive “Offshore Purchaser”), and will be in the shares of securities into which this Warrant is exercisable may be required to execute and deliver to form attached hereto as Appendix B (the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts“Offshore Warrants”).

Securities Law Matters. The Grantee acknowledges receipt of advice from CERA, Inc. that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are subsequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee or the relevant permitted transferee, as applicable, (VI) CERA, Inc. has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) neither the Parent nor CERA, Inc. plans to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of CERA, Inc. and the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.

Securities Law Matters. Assuming the accuracy of the representations and warranties of Shaar set forth in Section II hereof, the Exchange is exempt from (ai) Neither this Warrant nor the securities issuable upon exercise registration and prospectus delivery requirements of this Warrant have been registered under the Securities Act and the rules and regulations of 1933 the Commission thereunder and (ii) the “Securities Act”) or any registration and/or qualification provisions of all applicable state securities laws (together and "blue sky" laws. The Company acknowledges and agrees that, based upon advice received from its legal counsel after such counsel reviewed certain SEC "No-Action" letters which it deemed relevant, the Securities acquired by Shaar, for the purposes of and pursuant to Rule 144(d)(3)(i) of the Act, shall be deemed to have been acquired at the same time as the securities exchanged by Shaar in connection with the Securities transactions contemplated hereby were acquired, and that the Conversion Shares shall be deemed, by reason of Rule 144(d)(3)(ii) of the Act, to have been acquired at the “Acts”). Therefore, same time as the securities surrendered by Shaar in order, among other things, to ensure compliance connection with the Acts notwithstanding anything else in transactions contemplated hereby were acquired and that upon issuance of such Conversion Shares, Shaar shall be entitled to immediately sell such Conversion Shares under Rule 144. In the Warrant to contraryevent Shaar is prohibited from publicly selling any Conversion Shares, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) Company shall promptly use its commercially reasonable efforts to register such Conversion Shares pursuant to an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, permitting their resale under the ActsAct. The Company shall not directly or indirectly take, and shall not permit any of its directors, officers or Affiliates directly or indirectly to take, any action (iiincluding, without limitation, any offering or sale to any person or entity of the Securities) so as to make unavailable the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from Securities Act registration being relied upon by the registration requirements Company for the offer and sale to Shaar of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunderConversion Shares) and as contemplated by this Warrant and Agreement. No form of general solicitation or advertising has been used or authorized by the Company or any securities issuable upon exercise of this Warrant are being acquired for investmentits officers, and not directors or affiliates in connection with a view to distribution the offer or resale, within the meaning sale of the Securities Act. Upon exercise of (and the Conversion Shares) as contemplated by this Warrant, the persons entitled Agreement or any other agreement to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsis a party.

Securities Law Matters. (a) Neither this Warrant nor The Company hereby acknowledges that the shares of Investor Common Stock to be issued to the Company as part of the Purchase Price for the Shares constitute unregistered shares of the common stock of the Investor, and that the sale of the shares of Investor Common Stock by the Company is restricted under state and federal securities issuable upon exercise laws, including, without limitation, the Securities Act, and the rules and regulations promulgated thereunder. The Company agrees that it shall not sell the shares of this Warrant Investor Common Stock to be issued to it hereunder unless such shares have been registered under the Securities Act of 1933 (the “Securities Act”) , or any unless such sale is permitted under, and is effected in compliance with, an exemption from registration contained in applicable state and federal securities laws (together with laws, including Rule 144 promulgated under the Securities Act. The Company further represents to the Investor that it: (i) either (x) is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act or (y) has sufficient knowledge and experience in financial and business matters such that it is capable, either alone, or together with its advisors, of evaluating the “Acts”). Therefore, in order, among other things, risks and merits of acquiring the shares of Investor Common Stock to ensure compliance with be issued to it hereunder; (ii) has the Acts notwithstanding anything else requisite power and authority to enter into and to perform its obligations under this Agreement; (iii) can bear the risk of losing its entire investment in the Warrant to contrary, Investor Common Stock; (iv) understands that current public information about the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Investor may not be exercisedavailable at the time the Company desires to sell all or any of the shares of Investor Common Stock, sold, transferred, pledged or hypothecated in such that the absence availability of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act provided by Rule 144 may be limited, delayed or eliminated; and (v) has been given the opportunity to ask questions of, and receive answers from, the Investor concerning the Investor Common Stock and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise business of this Warrant are being acquired for investmentthe Investor, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to obtain such additional information as the Company such other documents and instruments, deemed necessary in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant connection with the Actstransactions contemplated by this Agreement.

Securities Law Matters. The Grantee acknowledges receipt of advice from the Company that (ai) Neither this Warrant nor the securities issuable upon exercise of this Warrant Exercise Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or qualified under any state securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (together iv) while the Company is currently obligated under its Financing Agreements to file periodic reports with the Securities ActCommission and, accordingly, Rule 144 may be presently available with respect to sales of securities of the Company, the “Acts”). ThereforeCompany has made no covenant to the Grantee to continue to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in orderreliance upon Rule 144, among other things, to ensure compliance such disposition can be made only in limited amounts in accordance with the Acts notwithstanding anything else in terms and conditions of such Rule, (vi) the Warrant Company does not plan to contraryfile reports with the Commission or make public information concerning the Company available unless required to do so by law or the terms of its Financing Agreements, (vii) if the Holder exemption afforded by Rule 144 is not available, sales of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which Exercise Shares may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in difficult to effect because of the absence of public information concerning the Company, (iviii) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise Shares.

Securities Law Matters. Purchaser (ai) Neither this Warrant nor understands that the securities issuable upon exercise of this Warrant Summerfield Holding Entity Interest have been not been, and will not be, registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), or under any state securities laws (together with the Securities Actlaws, the “Acts”). Thereforeand are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) except as expressly contemplated by this Agreement, is acquiring the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Summerfield Holding Entity Interest solely for investmentits own account for investment purposes, and not with a view to the distribution or resalethereof, within (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Summerfield and has had the meaning opportunity to obtain additional information as desired to evaluate the merits and the risks inherent in holding the Summerfield Holding Entity Interest, (v) is able to bear the economic risk and lack of liquidity inherent in holding the Summerfield Holding Entity Interest, and (vi) is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Upon exercise Furthermore, Purchaser understands that (x) the Summerfield Holding Entity Interest may not be sold, transferred, conveyed, assigned or encumbered except to the extent that such sale, transfer, conveyance, assignment or encumbrance is permitted by the terms of the governing and organizational agreements of Summerfield and exempt from registration, or registered, under the Securities Act and applicable state securities laws; (y) Summerfield has no intention to register the Summerfield Holding Entity Interest with the Securities and Exchange Commission or any state and is under no obligation to assist Purchaser in obtaining or complying with any exemption from registration and (z) an appropriate legend evidencing such restrictions may be placed on any certificates issued representing the Summerfield Holding Entity Interest and appropriate stop transfer instructions may be placed with respect to the Summerfield Holding Entity Interest. The term “to Purchaser’s knowledge”, “of which Purchaser has or had knowledge”, “Purchaser obtains knowledge”, “Purchaser obtains actual knowledge”, “to Purchaser’s actual knowledge” or similar phrases as used in (x) this Article IV shall mean the then current actual conscious knowledge of Xxxxxxx Xxxx, Senior Vice President of Xxxxxx Brothers Real Estate Partners, L.P., Coburn Packard, Vice President of Xxxxxx Brothers Real Estate Partners, L.P., Xxxxxxx Xxxxxx, the Senior Vice President of the Gencom Group and Karim Alibihai, the Chief Executive Officer of the Gencom Group (“Purchaser Knowledge Parties”) and (y) in the balance of this WarrantAgreement shall mean the actual knowledge, the persons entitled without regard to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentscurrent or conscious knowledge, in form reasonably satisfactory to the Company to effect the compliance of the issuance Purchaser Knowledge Parties. Purchaser shall be irrefutably deemed to have actual knowledge, without regard to whether Purchaser did have actual knowledge, only of this Warrant the information contained in the Disclosure Schedule and the securities issuable items described on exercise Schedule 18 attached hereto. The individuals named in this paragraph shall not have any personal liability for any inaccuracy in any of the warranties and representations contained in this Warrant with the ActsAgreement.

Securities Law Matters. The Grantee acknowledges receipt of advice from MGI that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are subsequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee or the relevant Designee, as applicable, (VI) MGI has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) neither the Parent nor MGI plans to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of MGI and the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.

Securities Law Matters. (a) Neither this Warrant nor Employee acknowledges that the securities issuable Shares to be received by him or her upon exercise of this Warrant the Option may not have been registered under the Securities Act of 1933 1933, as amended, or the Blue Sky laws of any state (collectively, the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). ThereforeIf such Shares are not so registered, in order, among other things, Employee acknowledges and understands that the Company is under no obligation to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectivelyregister, under the Securities Acts, the Shares received by him or (ii) the Holder’s delivery her or to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an assist him or her in complying with any exemption from the such registration requirements if he or she should at a later date wish to dispose of the Acts is availableShares. The Holder of this WarrantEmployee acknowledges that if not then registered under the Securities Acts, including any successive Warrantthe Shares shall bear a legend restricting the transferability thereof, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined legend to be substantially in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, and not with a view to distribution or resaleSOLD, within the meaning of the Securities ActPLEDGED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED, UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE FEDERAL OR STATE SECURITIES LAWS, NILE THERAPEUTICS, INC. Upon exercise of this WarrantMAY REQUIRE THAT THE AVAILABILITY OR ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS BE ESTABLISHED BY AN OPINION OF COUNSEL, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentsWHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO NILE THERAPEUTICS, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.INC..”

Securities Law Matters. (a) Neither this Warrant nor The Subscriber understands and agrees that the securities issuable upon exercise Purchased Common Stock is being offered in a transaction not involving any public offering within the United States within the meaning of this Warrant have the Securities Act and that the Purchased Common Stock has not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Actand, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereofunless so registered, may not be exercisedresold except as permitted in the following sentence. The Subscriber agrees that, soldif in the future it decides to offer, transferredresell, pledge or otherwise transfer such Purchased Common Stock, such Purchased Common Stock may be offered, resold, pledged or hypothecated in otherwise transferred only (a) to the absence of Company or a subsidiary thereof, (ib) an effective pursuant to a registration statement or post-that has been declared and is effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, Securities Act or (iic) the Holder’s delivery pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an any other available exemption from the registration requirements of the Acts is availableSecurities Act, and subject to compliance with any applicable state securities laws. The Holder Subscriber understands, unless and until the Company notifies the Subscriber otherwise in writing, that the registrar and transfer agent for the Purchased Common Stock will not be required to accept for registration of this Warranttransfer any Purchased Common Stock, including and that the Company reserves the right to restrict any successive Warrantoffer, further represents sale or other transfer of the Purchased Common Stock, in each case, pursuant to clause (c) above, except upon delivery of an opinion of counsel selected by the transferor and warrants by accepting this Warrant reasonably acceptable to the Company (it being understood that such Holder the law firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP is an “Accredited Investor” as such term is defined acceptable to the Company), the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that transfer does not require registration under the Securities Act. In addition, the Subscriber understands that, unless and until the Company notifies the Subscriber otherwise in writing, the Company reserves the right to restrict any offer, sale or other transfer of the Purchased Common Stock pursuant to clause (c) above in any sale other than a transaction described in Rule 144(f) or Rule 144(k) (in which case appropriate customary documentation thereof will be delivered to the Company and the transfer agent) promulgated under the Securities Act (or any successor rules) unless the Company receives from the transferee in such sale a completed and executed Transferee’s Letter substantially in the regulations promulgated thereunder) and this Warrant and form attached hereto as Appendix A. The Subscriber further understands that any certificates representing the Purchased Common Stock will bear the following legend (the “Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. [IF APPLICABLE] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD, AS SET FORTH IN CERTAIN DEFINITIVE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SECURITIES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.] The Company shall reissue promptly certificates without such Legend at the request of any holder thereof if the holder shall have obtained opinion of counsel reasonably acceptable to the Company (it being understood that the law firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP is acceptable to the Company), to the effect that, or the Company is otherwise satisfied that, the securities issuable upon exercise proposed to be disposed of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning may lawfully be so disposed of without registration under the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. The Grantee acknowledges receipt of advice from the Parent that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are substequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee [or the relevant permitted transferee, as applicable], (VI) the Parent has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) the Parent does not plan to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.