Common use of Compliance with the Securities Act Clause in Contracts

Compliance with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. (a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SHARES SECURITIES, AS THE CASE MAY BE, IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. (1) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell may exercise its Warrants if it is an "accredited investor" or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933"qualified institutional buyer", as amended (the “Securities Act”). This Warrant defined in Regulation D and all Warrant Shares issued upon exercise of this Warrant (unless registered Rule 144A under the Securities Act, respectively, provided each of the following conditions is satisfied: (a) The Holder establishes to the reasonable satisfaction of the Corporation that it is an "accredited investor" or "qualified institutional buyer"; and (b) The Holder represents that it is acquiring the underlying common stock for its own account and that it is not acquiring such underlying common stock with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control. (2) In the event of a proposed exercise that does not qualify under Section (c)(1) above, the Holder may exercise its Warrants only if: (a) the Holder gives written notice to the Corporation of its intention to exercise, which notice (i) shall describe the manner and circumstances of the proposed transaction in reasonable detail and (ii) shall designate the counsel for the Holder, which counsel shall be stamped satisfactory to the Corporation; (b) counsel for the Holder shall render an opinion, in form and substance satisfactory to the Corporation, to the effect that such proposed exercise may be effected without registration under the Securities Act or imprinted under applicable Blue Sky laws; and (c) the Holder complies with a legend in substantially Section (c)(1)(b) above. (3) All stock certificates issued pursuant to the exercise of the Warrants shall bear the following formlegend: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING LAWS. SUCH SHARES IS EFFECTIVE UNDER MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND IS QUALIFIED UNDER OF ANY APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES LAWS.”

Compliance with the Securities Act. 3.1 Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 3 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “"THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”"

Compliance with the Securities Act. The parties hereto agree as follows: (a) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 7.4 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended Act. (the “Securities Act”). b) This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELLAW.”

Compliance with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 8, any contractual restrictions then in effect between the Holder and the Company and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED UNLESS (I) A HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEXEMPTION THEREFROM.”

Compliance with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)or any applicable state securities laws. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless such issuance was registered under the Securities Act) or transfer of such Warrant shall be stamped or imprinted with a legend in substantially the following form: “THE ISSUANCE OF THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOREIGN SECURITIES LAWS AND IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW RELATED THERETO OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION TO COMPANY (IF THE COMPANY SO REQUESTS) THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

Compliance with the Securities Act. The Holder(a) No Warrant may be exercised (and the Warrant Agent shall be under no obligation to process any exercise), by acceptance and no Registrable Securities may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a “sale”), except in compliance with this WarrantSection 3.5. (b) A Holder may exercise its Warrants if it is an “accredited investor” or a “qualified institutional buyer”, as defined in Regulation D and Rule 144A under the Securities Act, respectively, and, a Holder may sell its Registrable Securities to a transferee that is an “accredited investor” or a “qualified institutional buyer”, as such terms are defined in such Regulation and such Rule, respectively, provided that each of the following conditions is satisfied: (i) with respect to any “accredited investor” that is not an institution, such Holder or transferee, as the case may be, provides certification establishing to the reasonable satisfaction of the Company that it is an “accredited investor”; (ii) such Holder or transferee represents that it is acquiring the Underlying Common Stock (in the case of an exercise) or Registrable Securities (in the case of a sale) for its own account and that it is not acquiring such Underlying Common Stock or the Registrable Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any applicable state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control; and (iii) such Holder or transferee agrees to comply in all respects with be bound by the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or 3.5 with respect to any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Warrants and any sale of the Registrable Securities. (c) a Holder may exercise its Warrants and may sell its Registrable Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered in accordance with Regulation S under the Securities Act. (d) a Holder may exercise its Warrants or sell its Registrable Securities if: (i) such Holder gives written notice to the Company of its intention to exercise or effect such sale, which notice shall describe the manner and circumstances of the proposed transaction in reasonable detail; (ii) such notice includes a certification by the Holder, to the effect that such proposed exercise or sale may be stamped effected without registration under the Securities Act or imprinted under applicable Blue Sky laws; and (iii) such Holder or transferee complies with a legend in substantially Sections 3.5(b)(ii) and 3.5(b)(iii). (e) subject to Section 12.5, all stock certificates issued pursuant to the exercise of the Warrants shall bear the following formlegend: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY SUBJECT TO THE PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 9, 2008 BETWEEN BORDERS GROUP, INC. (THE “COMPANY”), AND COMPUTERSHARE INC. AND ITS WHOLLY OWNED SUBSIDIARY COMPUTERSHARE TRUST COMPANY, N.A., WARRANT AGENT. A COPY OF SUCH WARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. (f) subject to Section 12.5, each certificate representing the Warrants shall bear the following legend: THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE BEEN REGISTERED UNDER THE SECURITIES ACT AND IS OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND FOREIGN LAW SUCH SECURITIES MAY BE OFFERED, SOLD OR (II) TRANSFERRED ONLY IN COMPLIANCE WITH THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER OF ANY APPLICABLE STATE SECURITIES LAWS AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY SUBJECT TO THE CORPORATION TO PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 9, 2008 BETWEEN BORDERS GROUP, INC. (THE “COMPANY”) AND COMPUTERSHARE INC. AND ITS WHOLLY OWNED SUBSIDIARY COMPUTERSHARE TRUST COMPANY, N.A., WARRANT AGENT. A COPY OF SUCH EFFECT HAS BEEN RENDERED BY COUNSELWARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.” (g) the provisions of Section 3.5(a) shall not apply to: (i) any exercise of a Warrant in connection with a sale of the Registrable Securities issued upon such exercise in a transaction that is registered under the Securities Act. (ii) any sale of Registrable Securities in a transaction that is registered under the Securities Act.

Compliance with the Securities Act. (a) The HolderPurchaser agrees that the Warrants may not be transferred, sold, assigned, pledged or hypothecated except: (i) to its successors in a merger or consolidation or other business combination; (ii) to purchasers of all or substantially all of its assets; (iii) to any officers or partners of the Purchaser; (iv) by acceptance operation of law; or (v) as permitted below in this Section 3. The Purchaser further agrees that the Company has no obligation to effect any transfer of the Warrants for one year after the date of this WarrantAgreement, agrees unless the transferee, purchaser, assignee or pledgee, as the case may be, has executed an agreement obligating the transferee to comply in with all respects with the provisions of this Section 11 terms and the restrictive legend requirements set forth on the face conditions of this Warrant and further agrees that such Holder shall not offerAgreement applicable to the transferor. (b) Except as otherwise provided in this Section 3(b), sell or otherwise dispose of this Warrant or any each certificate for Warrant Shares initially issued on the exercise of any Warrants may bear the following legend. "The Shares represented by this certificate are subject to a Warrant Agreement, dated in November 1999, between BOLDER Technologies Corporation and First Security Van Xxxxxx Xxx. Except to the extent permitted by the Warrant Agreement, no transfer, sale, pledge or other disposition of the shares represented by this certificate will be issued upon exercise hereof except valid or effective until registered under circumstances that will not result in a violation of the Securities Act of 1933, as amended (or, if applicable, a successor law thereto) or the “Company has been advised by an opinion of counsel that those shares will be transferred in a transaction exempt from such registration and until any applicable conditions contained in the Warrant Agreement have been fulfilled. A copy of the Warrant Agreement is on file at the offices of BOLDER Technologies Corporation. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of the Warrant Agreement." Prior to any transfer, sale, pledge or other disposition (each, a "Transfer") of any Warrant Shares, the Holder of those Warrant Shares must (a) give three business days prior written notice (a "Transfer Notice") to the Company of the Holder's intention to effect the Transfer, generally describing the manner and circumstances of the proposed Transfer, and (b) obtain from counsel to the Holder (who may be in-house counsel regularly employed by the Holder) and deliver to the Company an opinion reasonably satisfactory to the Company that the proposed Transfer of those Warrant Shares may be effected without registration under the Securities Act”). This Warrant and all Each certificate evidencing such Warrant Shares issued upon exercise a Transfer will bear the restrictive legend set forth above in this Section 3 (b), unless in the opinion of this Warrant (unless registered under such counsel to the Holder, which opinion is reasonably satisfactory to the Company, that legend is not required in order to ensure compliance with the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. (1) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell may exercise ---------------------------------- its Warrants if it is an "accredited investor" or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933"qualified institutional buyer", as amended (the “Securities Act”). This Warrant defined in Regulation D and all Warrant Shares issued upon exercise of this Warrant (unless registered Rule 144A under the Securities Act, respectively, provided each of the following conditions is satisfied: (a) The Holder establishes to the reasonable satisfaction of the Company that it is an "accredited investor" or "qualified institutional buyer"; and (b) The Holder represents that it is acquiring the underlying common stock for its own account and that it is not acquiring such underlying common stock with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control. (2) In the event of a proposed exercise that does not qualify under Section (c)(1), the Holder may exercise its Warrants only if: (i) the Holder gives written notice to the Company of its intention to exercise, which notice (A) shall describe the manner and circumstances of the proposed transaction in reasonable detail and (B) shall designate the counsel for the Holder, which counsel shall be stamped satisfactory to the Company; (ii) counsel for the Holder shall render an opinion, in form and substance satisfactory to the Company, to the effect that such proposed exercise may be effected without registration under the Securities Act or imprinted under applicable Blue Sky laws; and (iii) the Holder complies with a legend Section (c)(1)(b) above. (d) This Warrant may not be assigned in substantially whole or in part without the prior written consent of the Company. (3) All stock certificates issued pursuant to the exercise of the Warrants shall bear the following formlegend: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING LAWS. SUCH SHARES IS EFFECTIVE UNDER MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND IS QUALIFIED UNDER OF ANY APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES LAWS.”

Compliance with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 10 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)or any applicable state securities laws. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless such issuance was registered under the Securities Act) or transfer of such Warrant shall be stamped or imprinted with a legend in substantially the following form: “THE ISSUANCE OF THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOREIGN SECURITIES LAWS AND IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW RELATED THERETO OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION TO COMPANY (IF THE COMPANY SO REQUESTS) THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

Compliance with the Securities Act. (a) The Holder, by acceptance Seller and the Principals and the Minority Shareholders acknowledge that the Vestcom Common Stock to be delivered to the Seller pursuant to this Agreement as part of this Warrant, agrees to comply in all respects the Earn-Out Payment (the "Restricted Stock") has not been and will not be registered under the Securities Act and therefore may not be resold without compliance with the Securities Act. The Restricted Stock is being acquired by the Seller and the Principals and Minority Shareholders solely for their own accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with the distribution of such shares, except that upon dissolution the Seller may transfer the Restricted Stock to its stockholders, subject to compliance with applicable securities laws and the Escrow Agreement. The Seller and Principals and Minority Shareholders covenant, warrant and represent that the Restricted Stock will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except pursuant to the Escrow Agreement and after full compliance with all of the applicable provisions of this Section 11 the Securities Act and the restrictive legend requirements set forth on rules and regulations of the face of this Warrant and further agrees that such Holder SEC. The certificates representing the Restricted Stock shall bear the following legends: The securities represented hereby were not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of transaction registered under the Securities Act of 1933, as amended (the “"Securities Act”"). This Warrant , or any applicable state securities laws and all Warrant Shares issued upon exercise of this Warrant (may not be sold, pledged, hypothecated, or otherwise transferred unless registered such sale or transfer is covered by an effective registration statement under the Securities ActAct and applicable state securities laws or, in the opinion of counsel to the holder and the issuer, is exempt from the registration requirements of the Securities Act and such laws. The securities represented hereby and the transfer thereof are subject to the terms of an Agreement dated as of January 20, 1998 between the issuer, Creative Data Services, Inc., D.B. Acquisition, Inc. and certain other parties and an Escrow Agreement executed in connection therewith. (b) shall be stamped The Seller and the Shareholders are able to bear the economic risk of an investment in the Restricted Stock, can afford to sustain a total loss of such investment and have such knowledge and experience in financial and business matters, including investments in unregistered securities, that they are capable of evaluating the merits and risks of the proposed investment and/or each Shareholder has employed a purchaser representative that is qualified by training and experience in business and financial matters to evaluate the merits and risks of an investment in Vestcom and therefore have the capacity to protect their own interests in connection with their acquisition of the Restricted Stock. (c) Each Shareholder represents that he or imprinted with a legend she, or such Shareholder's purchaser representative, has read and reviewed the information provided pursuant to this Agreement and the other documentation and information furnished by the Purchaser or Vestcom (including Vestcom's Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997 and its Forms 8-K for events in substantially November 1997 and December 1997) and has had an adequate opportunity to ask questions and receive answers from the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933officers of Vestcom concerning, AS AMENDED (THE “ACT”)among other matters, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEVestcom, SOLDits management, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELand its plans for the operation of its business. The Purchaser and Vestcom have provided to the Seller and the Shareholders an opportunity to ask questions and receive answers from the officers of Vestcom and to obtain any and all additional information necessary for them to verify the accuracy of the information provided herein or delivered pursuant hereto.”

Compliance with the Securities Act. Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 10 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR ANY NON-U.S. OR STATE SECURITIES LAWS, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR ASSIGNED UNLESS OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF AMBAC FINANCIAL GROUP, INC. (ITHE “COMPANY”) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW THAT IT WILL NOT OFFER, SELL, PLEDGE OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW) EXCEPT:

Compliance with the Securities Act. (a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REASONABLY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. (1) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell may exercise ---------------------------------- its Warrants if it is an "accredited investor" or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933"qualified institutional buyer", as amended (the “Securities Act”). This Warrant defined in Regulation D and all Warrant Shares issued upon exercise of this Warrant (unless registered Rule 144A under the Securities Act, respectively, provided each of the following conditions is satisfied: (a) The Holder establishes to the reasonable satisfaction of the Company that it is an "accredited investor" or "qualified institutional buyer"; and (b) The Holder represents that it is acquiring the underlying common stock for its own account and that it is not acquiring such underlying common stock with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control. (2) In the event of a proposed exercise that does not qualify under Section (d)(1), the Holder may exercise its Warrants only if: (i) the Holder gives written notice to the Company of its intention to exercise, which notice (A) shall describe the manner and circumstances of the proposed transaction in reasonable detail and (B) shall designate the counsel for the Holder, which counsel shall be stamped satisfactory to the Company; (ii) counsel for the Holder shall render an opinion, in form and substance satisfactory to the Company, to the effect that such proposed exercise may be effected without registration under the Securities Act or imprinted under applicable Blue Sky laws; and (iii) the Holder complies with a legend Sections (d)(1)(b) above. (e) This Warrant may not be assigned in substantially whole or in part without the prior written consent of the Company. (3) All stock certificates issued pursuant to the exercise of the Warrants shall bear the following formlegend: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING LAWS. SUCH SHARES IS EFFECTIVE UNDER MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND IS QUALIFIED UNDER OF ANY APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES LAWS.”

Compliance with the Securities Act. The parties hereto agree as follows: (a) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 7.4 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended and applicable Canadian securities laws. (the “Securities Act”). b) This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDLAW.” “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO HOLDER OF THIS SECURITY MUST NOT TRADE THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ORIGINAL ISSUE DATE.” (c) In the event that this Warrant or any Warrant Shares issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Holder does not directly receive a certificate representing the Warrant Shares, the Company has hereby provided the Holder with written notice pursuant to Section 2.5(2)(3.1) of National Instrument 45-102 – Resale of Securities that: “UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF SHARES OF COMMON STOCK MUST NOT TRADE] THE SHARES OF COMMON STOCK BEFORE SEPTEMBER 23, 2020.

Compliance with the Securities Act. The Holder(a) No Warrant may be exercised and no Warrant or share of Registrable Common Stock may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a sale), except in compliance with this Section 3.6 or pursuant to a Cashless Exercise (if permitted by acceptance applicable law). (b) A Holder may exercise its Warrants if it is an “accredited investor” or a “qualified institutional buyer” as defined in Regulation D and Rule 144A under the Securities Act, respectively, and a Holder may sell its Warrants or any Registrable Common Stock to a transferee that is an “accredited investor” or a “qualified institutional buyer”, provided that each of this Warrantthe following conditions is satisfied: (i) such Holder or transferee, as the case may be, establishes to the reasonable satisfaction of the Company, that it is an “accredited investor” or a “qualified institutional buyer”; and (ii) such Holder or transferee represents that it is acquiring the Underlying Common Stock (in the case of an exercise) or the Warrants or shares of Registrable Common Stock (in the case of a sale) for its own account and that it is not acquiring such Underlying Common Stock or the Warrants or shares of Registrable Common Stock with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control; and (iii) such Holder or transferee agrees to comply in all respects with be bound by the provisions of this Section 11 3.6 with respect to any exercise of the Warrants and any sale of the restrictive legend requirements set forth on Warrants or shares of Registrable Common Stock. (c) In the face event of this Warrant a proposed exercise or sale that does not qualify under Section 3.6(b), a Holder may exercise its Warrants or sell its Warrants or shares of Registrable Common Stock only if: (i) such Holder gives written notice to the Company of its intention to exercise or effect such sale, which notice (A) shall describe the manner and further agrees circumstances of the proposed transaction in reasonable detail and (B) shall designate the counsel for such Holder, which counsel shall be satisfactory to the Company; (ii) counsel for the Holder shall render an opinion, in form and substance reasonably satisfactory to the Company, to the effect that such proposed exercise or sale may be effected without registration under the Securities Act; and (iii) such Holder or transferee complies with Sections 3.6(b)(ii) and 3.6(b)(iii). (d) All stock certificates issued pursuant to the exercise of the Warrants shall bear the following legend: (e) Each certificate representing the Warrants shall bear the following legend: (f) The provisions of Sections 3.6(a) through 3.6(e) above shall not offer, sell or otherwise dispose apply to: (i) Any exercise of this a Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in connection with a sale of the Registrable Common Stock in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless transaction that is registered under the Securities Act. (ii) shall be stamped Any sale of a Warrant or imprinted with shares of Registrable Common Stock in a legend in substantially transaction that is registered under the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSecurities Act.”

Compliance with the Securities Act. The parties hereto agree as follows: (a) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 7.4 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended and applicable Canadian securities laws. (the “Securities Act”). b) This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDLAW.” “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO HOLDER OF THIS SECURITY MUST NOT TRADE THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ISSUE DATE.” (c) In the event that this Warrant or any Warrant Shares issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Holder does not directly receive a certificate representing the Warrant Shares, the Company has hereby provided the Holder with written notice pursuant to Section 2.5(2)(3.1) of National Instrument 45-102 – Resale of Securities that: “UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF SHARES OF COMMON STOCK MUST NOT TRADE] THE SHARES OF COMMON STOCK BEFORE SEPTEMBER 23, 2020.

Compliance with the Securities Act. The HolderPrior to the Effective Time, Merry Land shall promptly cause to be prepared and delivered to EQR a list (reasonably satisfactory to counsel for EQR) identifying all persons who, at the time of the Merry Land and EQR Shareholders Meetings, may be deemed to be "affiliates" of Merry Land as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Affiliates"). Merry Land shall use its best efforts to cause each person who is identified as an Affiliate in such list to deliver to Merry Land on or prior to the Effective Time a written agreement, in the form previously approved by acceptance of this Warrantthe parties hereto, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall Affiliate will not offersell, sell pledge, transfer or otherwise dispose of this Warrant any EQR Common Shares issued to such Affiliate pursuant to the Merger, except pursuant to an effective registration statement under the Securities Act or in compliance with Rule 145. EQR shall be entitled to place legends as specified in such written agreements on the certificates representing any Warrant EQR Common Shares to be issued upon exercise hereof except received by such Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the EQR Common Shares, consistent with the terms of such agreements. ARTICLE 5 ADDITIONAL COVENANTS 5.1 PREPARATION OF THE REGISTRATION STATEMENT AND THE PROXY STATEMENT; MERRY LAND SHAREHOLDERS MEETING AND EQR SHAREHOLDERS MEETING. (a) Merry Land and EQR shall use their reasonable best efforts to prepare and file with the SEC a preliminary Proxy Statement (which shall also constitute an information statement with respect to Spinco), in form and substance satisfactory to each of EQR and Merry Land and such registration statements under circumstances that will not result in a violation of the Securities Act and Exchange Act as may be required (collectively, the "Registration Statement") as soon as practicable following the date of 1933this Agreement. To the extent practicable, the parties shall utilize one document for transmittal to their respective shareholders to meet applicable legal requirements. Each of Merry Land and EQR shall promptly use its reasonable best efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and Exchange Act and the rules and regulations promulgated under such acts as promptly as practicable after such filing and to A-28 191 keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of Merry Land and EQR will use its reasonable best efforts to cause the Proxy Statement to be mailed to Merry Land's shareholders and EQR's shareholders, respectively, as amended (promptly as practicable after the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered Registration Statement is declared effective under the Securities Act) . Each party agrees to date its Proxy Statement as of the same date, which shall be stamped the approximate date of mailing to the shareholders of the respective parties. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or imprinted supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with a legend copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in substantially all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, EQR or Merry Land, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of EQR and the shareholders of Merry Land such amendment or supplement to the Proxy Statement. Merry Land also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of shares of beneficial interest of the Surviving Trust pursuant to the Merger, and Merry Land shall furnish all information concerning Merry Land and the holders of Merry Land Shares and rights to acquire Merry Land Shares as may be reasonably requested in connection with any such action. (b) EQR will, as soon as practicable following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED the date of this Agreement (THE “ACT”but in no event sooner than 20 business days following the date the Proxy Statement is mailed to the shareholders of EQR), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEduly call, SOLDgive notice of, PLEDGEDconvene and hold a meeting of its shareholders (the "EQR Shareholders Meeting") for the purpose of obtaining the EQR Shareholder Approvals. EQR will, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDthrough its Board of Trustees, IF THE CORPORATION REQUESTSrecommend to its shareholders approval of this Agreement, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELthe Merger, and the transactions contemplated by this Agreement.”

Compliance with the Securities Act. (a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 10 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall ), to the extent applicable may be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE ​ UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION COMPANY REASONABLY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. (a) The Holderparties agree that the Plan Sponsor Shares are “restricted securities” under the Securities Act and have not been registered under the Securities Act nor qualified under any state securities laws, by acceptance of this Warrant, agrees to comply and that the Plan Sponsor Shares are offered and sold in all respects with reliance upon the provisions of this Section 11 and exemption from the restrictive legend registration requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated under the Securities Act or Section 1145(a) of 1933the Bankruptcy Code. (b) To the extent applicable, as amended (the “Securities Act”). This Warrant and all Warrant Plan Sponsor Shares issued upon exercise of by the Company in connection with this Warrant Agreement (unless registered under the Securities ActAct and the Company determines in its ​ reasonable discretion that such legend is not required) shall may be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION COMPANY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCOUNSEL SATISFACTORY TO THE COMPANY.”

Compliance with the Securities Act. The Holder(a) Neither the Warrants nor the Underlying Stock have been registered under the Securities Act or qualified under any applicable state securities laws and, by acceptance unless so registered (including pursuant to a registration of this WarrantRegistrable Securities effected in accordance with Article IV), may not be sold, transferred or otherwise disposed of unless an exemption from such registration is available, including pursuant to Rule 144 or to a transferee that is an “accredited investor” or a “qualified institutional buyer” (as such terms are defined in Regulation D and Rule 144A, respectively, under the Securities Act). In the case of a sale, transfer or other disposition of the Warrants or the Underlying Stock other than in open market sales pursuant to Rule 144 or in a registered offering, each of the following conditions must be satisfied: (i) with respect to a sale, transfer or other disposition to an accredited investor that is not an institution, such transferee provides certification establishing to the reasonable satisfaction of the Company that it is an accredited investor; (ii) such transferee represents that (A) it is acquiring the Warrants or the Underlying Stock, as applicable, for its own account and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any applicable state thereof and (B) it has no intention to influence the management of the Company; and (iii) such transferee agrees to comply in all respects with be bound by the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer3.06 with respect to any subsequent sale, sell transfer or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation other disposition of the Securities Act of 1933Warrants or Underlying Stock, as amended applicable. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (b) Subject to Section 10.04, all certificates for Underlying Stock issued pursuant to the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) Warrants shall be stamped or imprinted with a legend in substantially bear the following formlegend: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY SUBJECT TO THE CORPORATION TO PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 29, 2016, BY AND AMONG ARRIS INTERNATIONAL PLC (THE “COMPANY”), COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC AND ANY OTHER HOLDERS OF WARRANTS ISSUED THEREUNDER. A COPY OF SUCH EFFECT HAS BEEN RENDERED BY COUNSELWARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.”

Compliance with the Securities Act. The Holder, by acceptance Holder of this Warrant, by acceptance hereof, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of that this Warrant and further agrees the Warrant Shares issuable upon exercise hereof are being acquired for investment and that such Holder it shall not offer, sell sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will which shall not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)) or any applicable state securities laws. This Warrant and all All Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER ANY STATE OR FOREIGN THE ACT. THE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SALE OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS DISTRIBUTED EXCEPT (I) A IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE FOR THE SECURITIES UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR ACT, (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDIN COMPLIANCE WITH RULE 144, IF THE CORPORATION REQUESTS, OR (III) PURSUANT TO AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELTHE SECRETARY OF THE CORPORATION.”

Compliance with the Securities Act. The HolderAs a condition to a conversion or exchange of the Series A Preferred Units, by acceptance the General Partner may require the holders of this Warrant, agrees Series A Preferred Units to comply in all respects with make such representations as may be reasonably necessary for the provisions General Partner to establish that the issuance of this Section 11 and Series A Preferred Shares pursuant to the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder exchange shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares be required to be issued upon exercise hereof except registered under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)amended, or any state securities laws. This Warrant and all Warrant Shares Any securities issued upon exercise conversion or exchange shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of this Warrant (unless registered under pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner, the Securities Act) Act of 1933, as amended, and relevant state securities or blue sky laws or created by the exchanging or converting holder of Series A Preferred Units. Each Series A Preferred Unit exchanged for Series A Preferred Shares hereunder shall be stamped transferred to and acquired by the General Partner and shall not be canceled or imprinted with a legend in substantially redeemed while the securities for which such Series A Preferred Unit is exchanged remains outstanding. The certificates representing the securities issued upon conversion or exchange of the Series A Preferred Units shall contain the following formlegend: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF THIS WARRANT HAVE NOT BEEN REGISTERED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I") A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (IIB) THE TRANSACTION IS EXEMPT AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER SECTION 5 OF THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE RULES AND FOREIGN LAW AND, REGULATIONS THEREUNDER IF THE CORPORATION REQUESTSCOMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REPRESENTED HEREBY, AN OPINION REASONABLY OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION TO COMPANY, THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELTRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM SUCH PROVISIONS.”

Compliance with the Securities Act. The Holder(a) This Note, by acceptance of this the Warrant, agrees to comply in all respects with or the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall Common Stock issuable therein have not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except been registered under circumstances that will not result in a violation of the Securities Act or under the laws of 1933, as amended (any state of the “Securities Act”)United States. This Warrant and all Warrant Shares Note, Warrant, or the Common Stock or any other security issued upon exercise or issuable thereupon, may not be sold, transferred or otherwise disposed of this Warrant (unless registered under the Securities Act) Act or pursuant to an exemption from the registration requirements of the Securities Act and all applicable state securities laws. The Note, Warrant, and certificates for any Common Stock issued herein shall be stamped or imprinted with bear a legend to such effect, and that appropriate transfer instructions may be issued. (b) By accepting this Note, the Holder hereby represents and warrants to the Borrower: that this Note, the Warrant, and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies or foreign jurisdictions. The Company is under no obligation to register this Note, the Warrant, or any Common Stock Issuable thereon. (c) The rights of this Note and/or Warrant may only be exercised by or on behalf of a Holder who, at the time of exercise, either: (i) Provides written confirmation that the undersigned was the original Purchaser (the “Initial Purchaser”) under which the Note and Warrant were issued; or (ii) Provides a written opinion of counsel, in substantially a form and from counsel reasonably acceptable to the following form: Borrower, that the Common Stock to be delivered upon exercise of the Note and/or Warrant is exempt from such registration requirements, the Securities Act, the securities laws of all applicable states of the United States, and any relevant foreign jurisdictions. (d) Holder confirms that it is an “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933accredited investor” within the meaning of SEC Regulation “D,” or the undersigned alone, AS AMENDED (THE “ACT”or together with its purchaser representative(s), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEhas such knowledge and experience in financial and business matters that Holder, SOLDor the undersigned and such representative(s) together, PLEDGEDare capable of evaluating the merits and risks of this Note and the Warrant, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELand of making an informed decision regarding this Pledge and the Note.”

Compliance with the Securities Act. The Holder, by acceptance (a) Affiliate has been advised that (i) the issuance of this Warrant, agrees to comply shares of Parent Common Stock ("Parent Common Shares") in all respects connection with the provisions Merger -------------------- will be effected pursuant to a private placement exemption from the registration requirements of this Section 11 the Securities Act of 1933 as amended (the "Securities Act") and as such will be deemed "restricted securities" within -------------- the restrictive legend requirements meaning of Rule 144 promulgated thereunder and resale of such shares will be subject to certain restrictions as set forth on in Rule 144 and 145 of the face Securities Act unless otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of this Warrant Company, (iii) no sale, transfer or other disposition by Affiliate of any Parent Common Shares received by Affiliate will be registered under the Securities Act, except as provided in that certain Shareholder Agreement entered into by and further among Parent, Affiliate and certain other shareholders of the Company. Affiliate accordingly agrees that such Holder shall not offerto sell, sell transfer or otherwise dispose of this Warrant any Parent Common Shares issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144 and Rule 145(d) promulgated under the Securities Act, (ii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act, or (iii) such shares are registered under the Securities Act. (b) Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Shares received by Affiliate pursuant to the Merger and there will be placed on the certificates representing such Parent Common Shares, or any Warrant Shares to be issued upon exercise hereof except substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”). This Warrant ") and all Warrant Shares issued upon exercise may not be offered, sold or pledged, transferred or otherwise disposed of this Warrant except (unless registered 1) pursuant to an effective registration statement under the Securities Act, (2) pursuant to Rule 144, or (3) pursuant to a written opinion of counsel, reasonably acceptable to this corporation in form and substance, that such transfer is exempt from registration under the Securities Act." The legend set forth above shall be stamped or imprinted removed (by delivery of a substitute certificate without such legend) and Parent shall so instruct its transfer agent, if Affiliate delivers to Parent satisfactory written evidence that (i) the shares have been sold in compliance with a legend Rule 144 (in substantially which case, the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”substitute certificate will be issued in the name of the transferee), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS or (Iii) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (IIany of the other conditions specified in Section 2(a) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELhereof have been satisfied.”

Compliance with the Securities Act. (a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Compliance with the Securities Act. The HolderUnless issued pursuant to an effective registration statement, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this the Warrant (unless registered under the Securities Act) shall be stamped or imprinted with bear a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER TO THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR COMPANY, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO Exhibit E – Form of Warrant AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) OTHERWISE IN A TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF IN EACH OF CASES (I) THROUGH (IV), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE CORPORATION REQUESTSUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AN OPINION REASONABLY SATISFACTORY AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELIN (A) ABOVE.”