Common use of Exercise of Warrant; Term Clause in Contracts

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Senior Subordinated Securities represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares Senior Subordinated Securities thereby purchased purchased, by having the Company withhold, from the shares of Common Stock Original Principal Amount that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Senior Subordinated Securities issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Net Principal Amount. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three (3) business days, a new warrant in substantially identical form for the purchase of that number of Shares Senior Subordinated Securities equal to the difference between the number Net Principal Amount of Shares Senior Subordinated Securities subject to this Warrant and the number aggregate principal amount of Shares Senior Subordinated Securities as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares Senior Subordinated Securities is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depository. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee 1 Include for Global Warrant. 2 Include for Global Warrant. 3 Include for Definitive Warrants. or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depository, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, (a) On the terms and subject to the extent permitted by applicable laws conditions, requirements and regulationsprocedures set forth herein, on and after [•], 2024, and prior to 5:00 p.m. New York City time, on the right to purchase seven (7) year anniversary of the Shares represented by Issue Date (the “Expiration Time”) this Warrant is exercisablemay be exercised by the Warrantholder, in whole or in part by the Warrantholderpart, from time to time, at any time or from time to time after 9:00 a.m., New York City time, on the execution and Issue Date by (x) the delivery of this Warrant by the Warrantholder to the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and a Notice of Exercise annexed heretoand (y) if applicable, duly completed and executed on behalf of payment by the Warrantholder, at the principal executive office of Warrantholder to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased specified in such Notice of Exercise pursuant to Section 3(b). (b) Payment of the Exercise Price for the Shares in any exercise pursuant to Section 3(a) shall be effected by having the Company withholdwithholding, from the shares of Common Stock Shares that would otherwise be delivered to the Warrantholder upon such exercise, shares an amount of Common Stock issuable upon exercise of the Warrant Shares equal in value to the aggregate Exercise Price in respect of the Shares as to which this Warrant is so exercised exercised, based on the Market Price of the Common Stock on the trading business day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. exercised. (c) If the Warrantholder does exercises a portion (but not exercise all) of this Warrant in its entiretypursuant to Section 3(a), the Warrantholder will will, at the option of the Warrantholder, be entitled to receive from the Company Company, within a reasonable time, and in any event not exceeding three (3) business daysdays after notice thereof to the Company, a new warrant Warrant Certificate in substantially identical form to this Warrant Certificate, but for the purchase of that number of Shares equal to the difference between the number of Shares subject that remain issuable pursuant to this Warrant. (d) If the Warrantholder does not elect to receive a new Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding Certificate in accordance with Section 3(c), then, notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby shall not be required to physically surrender this Warrant to the Company until this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) business days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in the issuance of a portion of the total number of Shares issuable hereunder shall have the effect of lowering the outstanding number of Shares issuable hereunder in an amount equal to the applicable number of Shares issued upon such partial exercises hereof. The Warrantholder and the Company shall maintain records showing the number of Shares issued upon partial exercises hereof and the date of such issuances. The Company shall inform the Warrantholder if a Notice of Exercise has not been duly completed within three (3) business days of receipt of such notice, but shall not refuse or object to the issuance of the Shares upon receipt of, and pursuant to, a duly completed Notice of Exercise. The Warrantholder, by acceptance of this Warrant, acknowledges and agrees that its that, by reason of the provisions of this Section 3, following the exercise of a portion of this Warrant, the number of Shares issuable hereunder at any given time may be less than the amount stated on the face hereof. (e) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant for Shares is subject to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may, at the election of the Warrantholder (as set forth in the applicable Notice of Exercise), be conditioned upon the consummation of such transaction, in which case, such exercise shall not be deemed to be effective until immediately prior to the condition that consummation of such transaction. (f) At the Expiration Time, this Warrant shall terminate and the Warrantholder will shall have first received no right to acquire any applicable Regulatory Approvalsshares pursuant hereto, other than settlement of any exercise pursuant to Section 3(a) that properly occurred prior to the Expiration Time.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on [●], 20201 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed Exercise, in substantially the form set forth in Annex A attached hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 6 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals. 1 Ten years from Issue Date.

Exercise of Warrant; Term. Subject to Section 22 and Section 17, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole Certificate are exercisable or in part convertible by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time, on the Expiration TimeDate, by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise Exercise, in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) if applicable, payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulationsregulations (including Regulatory Approval), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after during the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Time, Exercise Period by (A) the surrender of this Warrant and the Exercise Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Hartford, Connecticut (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. The “Exercise Period” shall commence upon the Closing Date (as defined in the Investment Agreement) and shall continue up to and including the seventh anniversary of such date. The “Exercise Date” shall be the date on which a Warrantholder surrenders the Warrant, delivers an Exercise Notice and makes payment of the Exercise Price in conformity with the foregoing provisions. Upon surrender of the Warrant and delivery of an Exercise Notice in conformity with the foregoing provisions, the Company withhold, from the shares of Common Stock that would otherwise be delivered shall transfer to the Warrantholder appropriate evidence of ownership of any Shares or other securities or property to which the Warrantholder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Warrantholder, and shall deliver such evidence of ownership and any other securities or property to the Person entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 6, within a reasonable time, not to exceed three business days after the Exercise Date. A Warrantholder shall be deemed to own and have all of the rights associated with any Shares or other securities or property to which it is entitled pursuant to this Agreement upon such exercise, shares of Common Stock issuable upon the exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to accordance with this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysdays after the Exercise Date, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the aggregate number of Shares as to which this Warrant is so has been previously exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., Engelhard, North Carolina time on the fifth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 00000 XX 000, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding the foregoing, in lieu of making a cash payment of the Exercise Price to exercise this Warrant pursuant to this Section 3 (but in all other respects in accordance with the exercise procedure set forth in this Section 3), the Warrantholder may elect to convert this Warrant into Shares, in which event the Company withhold, from the shares of Common Stock that would otherwise be delivered will issue to the Warrantholder upon such exercise, shares the number of Common Stock issuable upon exercise Shares equal to the quotient of (i) the product of (a) the excess of the Market Price per Share on the date the Warrantholder delivers this Warrant equal in value to and Notice of Exercise over the aggregate Exercise Price on such date multiplied by (b) the number of Shares as to which this Warrant is so being exercised based on pursuant to this Section 3 divided by (ii) the Market Price of the Common Stock per Share on the trading day on which date the Warrantholder delivers this Warrant is exercised and the Notice of Exercise is delivered to Exercise. If the Company foregoing calculation results in zero or a negative number, then no Shares shall be issued upon any non-cash exercise of this Warrant pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysBusiness Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2the restrictions on exercise contained in this Warrant, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the third anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withholdtendering in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Company, or by wire transfer of immediately available funds to an account designated by the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, time a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition conditions that (x) the Warrantholder will have first received any applicable Regulatory ApprovalsApprovals and (y) the exercise is subject to a valid exemption from registration under federal and applicable state securities laws.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 22 and Section 17, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than the Expiration Time, hereof by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise Exercise, in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) if applicable, payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business daysBusiness Days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to To the extent permitted by this Warrant, including Section 24 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after following the execution and delivery occurrence of this Warrant by the Company on the date hereofTriggering Event, but in no event later than 11:59 p.m., Philadelphia time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 19; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, surrender of this Warrant to the Company, and payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Partial exercises of this Section 3Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding anything to the contrary herein, in the event the Shareholder Approval (as defined in the Securities Purchase Agreement) is obtained in full at the Shareholders’ Meeting (as defined in the Securities Purchase Agreement) prior to March 1, 2024, this Warrant to the contrary, the Warrantholder hereby acknowledges shall terminate automatically and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvalsbecome null and void.

Exercise of Warrant; Term. Subject to Section 2, to To the extent permitted by applicable laws and regulations, including but not limited to the insurance laws of the States of New York and Illinois, the right to purchase the Shares represented by this Warrant is are exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company 9:00 a.m., New York City time, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the seventh anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Armonk, New York (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (i) by tendering in cash, by certified or cashier’s check or by wire transfer payable to the order of the Company; or (ii) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, withhold shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, in the Warrantholder hereby acknowledges and agrees event that its exercise the issuance of shares of Common Stock pursuant to an adjustment under Section 13 of this Warrant for Shares is subject (the “Additional Shares”), or any other aspect of an adjustment to this Warrant made pursuant to Section 13 of this Warrant, cannot be made without a shareholder vote as a result of the application of Rule 312 of the New York Stock Exchange Listing Manual, the Warrantholder shall have the full benefit of the adjustment in Section 13, but the Warrantholder may only exercise this Warrant in the manner permitted by Section 3(B)(ii) with respect to the condition Additional Shares, and upon any such exercise receive, in lieu of the shares of Common Stock represented by the Additional Shares, cash in an amount equal to the product of (x) the number of shares of Common Stock represented by the Additional Shares that would have been otherwise issuable and (y) the Market Price of the Common Stock on the trading day prior to the date on which this Warrant and the Notice of Exercise are delivered to the Company, such amount being paid by certified or cashiers check or by wire transfer in same day funds no later than the third Business Day following such exercise; provided, that the restriction on the Warrantholder will have in this sentence shall no longer be in effect if it is no longer required by the rules of the New York Stock Exchange; provided, further, that at its option, the Company may pay such amount in four quarterly payments, the first received any applicable Regulatory Approvalspayment of which shall be made no more than three (3) Business Days following such exercise by the Warrantholder; provided, further, that each such quarterly payment shall not be for an amount less than 25% of the total amount of such aggregate payment obligation (except for the final payment), and in each case, plus interest computed at the Company’s borrowing rate under its revolving credit facility.

Exercise of Warrant; Term. Subject to Section 2the restrictions on exercise contained in this Warrant, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, to the extent vested pursuant to the terms of Section 3, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time 15 days after the fifth anniversary of the Deemed Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withholdtendering in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Company, or by wire transfer of immediately available funds to an account designated by the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, time a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition conditions that (x) the Warrantholder will have first received any applicable Regulatory ApprovalsApprovals and (y) the exercise is subject to a valid exemption from registration under federal and applicable state securities laws. In connection with any exercise of the Warrant, Warrantholder agrees to provide the Company with such information and confirmations as the Company may reasonably request in order for the Company to confirm that the exercise is subject to a valid exemption from registration under federal and applicable state securities laws and that the Warrantholder is making an informed decision to exercise the Warrant. The Warrantholder represents and warrants that the Warrantholder is an “accredited investor” as such term is defined in Regulation D, Rule 501, and is acquiring the Warrant, and any Shares issued pursuant to the Warrant, for investment and not for distribution or resale to others in violation of federal or state securities laws.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 24 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., Philadelphia time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 19; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, surrender of this Warrant to the Company, and payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Partial exercises of this Section 3Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant to by means of a “cashless exercise,” as set forth in the contrary, applicable Notice of Exercise; (B) = the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, to To the extent permitted by applicable laws and regulations, including but not limited to the insurance laws of the States of New York and Illinois, the right to purchase the Shares represented by this Warrant is are exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company 9:00 a.m., New York City time, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the seventh anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Armonk, New York (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (i) by tendering in cash, by certified or cashier’s check or by wire transfer payable to the order of the Company; or (ii) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, withhold shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, prior to obtaining the Exercise Approval, the Warrantholder hereby acknowledges and agrees that its may only exercise of this Warrant for Shares is subject in the manner permitted by Section 3(B)(ii) and upon any such exercise receive, in lieu of the shares of Common Stock, cash in an amount equal to the condition product of (x) the number of shares of Common Stock that would have been otherwise issuable and (y) the Warrantholder will have Market Price of the Common Stock on the trading day prior to the date on which this Warrant and the Notice of Exercise are delivered to the Company, such amount being paid by certified or cashiers check or by wire transfer in same day funds no later than the third Business Day following such exercise; provided, however, that at its option, the Company may pay such amount in four quarterly payments, the first received any applicable Regulatory Approvalspayment of which shall be made no more than three (3) Business Days following such exercise by the Warrantholder; provided, further, that each such quarterly payment shall not be for an amount less than 25% of the total amount of such aggregate payment obligation (except for the final payment), and in each case, plus interest computed at the Company’s borrowing rate under its revolving credit facility.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the date of delivery of the applicable aggregate Exercise Price to the Company, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B)*(X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise; (B) = the Exercise Price; and (X) = the number of Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. (c) Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its Company shall not issue any shares of Common Stock upon the exercise of this Warrant for Shares is subject if the issuance of such shares of Common Stock (taken together with each issuance of such shares of Common Stock (1) upon the conversion of the Series A Preferred Stock in accordance with the Certificate of Designation, Preferences and Rights of Series A Preferred Stock or otherwise, (2) upon the conversion of the Series B Preferred Stock in accordance with the Certificate of Designation, Preferences and Rights of Series B Preferred Stock or otherwise, (3) upon the conversion of the Non-Voting Common Stock in accordance with the Certificate of Formation as amended by the Non-Voting Common Stock Certificate of Amendment or otherwise or (4) upon the exercise of the other Warrants pursuant to the condition Warrant Agreements) would exceed 19.9% of the total outstanding shares of Common Stock of the Company, or more than 19.9% of the total voting power of the Company’s securities, in each case immediately preceding the issuance of the Series A Preferred Stock and the Warrants pursuant to the Investment Agreement and the Warrant Agreements (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not apply in the event that the Warrantholder will have first received Company obtains the approval of its shareholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount. Until such approval is obtained, the holders of the Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be permitted to convert Series A Preferred Stock, Series B Preferred Stock or Non-Voting Common Stock or exercise Warrants with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap (such amount, with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the sum of (1) the aggregate number of shares of Common Stock issuable upon the conversion of all shares of Series A Preferred Stock, Series B Preferred Stock and/or Non-Voting Common Stock, plus (2) the aggregate number of shares of Common Stock issuable upon exercise of the Warrants. In the event that such Existing Buyer shall sell or otherwise transfer any applicable Regulatory Approvalsof such Existing Buyer’s shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock or Warrants, the transferee shall be allocated a pro rata portion of such Existing Buyer’s Exchange Cap Allocation Amount with respect to such portion of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. Upon conversion and exercise in full of such Existing Buyer’s Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants, the difference (if any) between such Existing Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such Existing Buyer upon such Existing Buyer’s conversion in full of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants shall be allocated to the respective Exchange Cap Allocation Amounts of the remaining Existing Buyers of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants on a pro rata basis in proportion to the relative Exchange Cap Allocation Amounts of such Existing Buyers.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the (a) The right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution Effective Date and delivery after the receipt of this Warrant by the Company on the date hereofall applicable Regulatory Approvals, but in no event later than 5:00 p.m., New York City time, on the date that is ninety (90) months after the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company Corporation located at the address set forth in Item 7 of Schedule A hereto 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx Xxxx, XX 00000 (or such other office or agency of the Company Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyCorporation), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder by having the Company withhold(i) tendering in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Corporation, or by wire transfer of immediately available funds to an account designated by the aggregate Corporation, (ii) electing a cashless exercise pursuant to Section 3(b), or (iii) offsetting the Exercise Price against the Warrantholder’s Series A Liquidation Preference as to which this Warrant is so exercised based on the Market Price set forth in Section 3(c). (b) If, as of the Common Stock on day immediately preceding the trading day on which this Warrant is exercised and the time a Notice of Exercise is delivered to the Company pursuant Corporation, the Market Price of one Share is greater than the Exercise Price, in lieu of exercising this Warrant for cash, the Warrantholder may elect to receive Shares equal to the value (as determined below) of this Section 3. Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue to the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where: X = the number of Shares to be issued to the Warrantholder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised A = the Market Price of one Share set forth above B = the Exercise Price (c) In lieu of exercising this Warrant for cash, the Warrantholder may elect to pay the aggregate Exercise Price payable for the Shares being purchased by delivering to the Corporation for cancellation such number of shares of Series A held by the Warrantholder having an aggregate Liquidation Preference equal to such aggregate Exercise Price as of the date of such payment. (d) If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Corporation within a reasonable time, and in any event not exceeding three five business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event time not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2the restrictions on exercise contained in this Warrant, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the eighth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) (Conversion) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) (Cash Payment) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, time a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition conditions that (x) the Warrantholder will have first received any applicable Regulatory ApprovalsApprovals and (y) the exercise is subject to a valid exemption from registration under federal and applicable state securities laws.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Units represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 8 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares Units thereby purchased purchased, by having the Company withhold, from the shares of Common Stock Trust Preferred Securities that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable Trust Preferred Securities eligible for purchase by the Warrantholder upon exercise of the Warrant with an aggregate Liquidation Preference equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3exercised. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares Units equal to the difference between the number of Shares Units subject to this Warrant and the number of Shares Units as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares Units is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2the terms and conditions hereof, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company 9:00 a.m., New York City time, on the date hereof, but in no event later than 5:00 p.m., New York City time, on the fifth anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive corporate trust office of [ ], or his successor as warrant agent (the Company located “Warrant Agent”), at the address set forth in Item 7 of Schedule A hereto Boston Private Financial Holdings, Inc., Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000 (or such other office or agency of the Company Warrant Agent in the United States as it or the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (i) by tendering to the Warrant Agent in cash, by certified or cashier’s check or by wire transfer payable to the order of the Company, or (ii) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, Warrant Agent withhold shares of Common Stock issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised exercised, based on the Market Price of the Common Stock on the trading day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Warrant Agent. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Warrant Agent, on behalf of the Company, within a reasonable time, and in any event not exceeding three business days, a new warrant Warrant Certificate in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject issuable pursuant to this the Warrant evidenced by the Warrant Certificate and the number of Shares as to which this the Warrant is so exercised. Notwithstanding anything in this Warrant Certificate to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for the Shares is subject to the condition that following conditions and limitations: (A) this Warrant shall only be exercisable if the Warrantholder will Company shall have first received the Stockholder Approvals and; (B) a Warrantholder shall not be entitled to exercise this Warrant for a number of Shares that would cause such Warrantholder and its Affiliates, collectively, to be deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any applicable Regulatory Approvalsrules or regulations promulgated thereunder, 10% or more of any class of Voting Securities of the Company outstanding at such time (excluding for purposes of this calculation any reductions in the percentage of Voting Securities such Warrantholder and its Affiliates so owns, controls or has the power to vote resulting from transfers by Purchaser and its Affiliates of Securities purchased by Purchaser pursuant to the Investment Agreement; it being understood, for the avoidance of doubt, that no Securities shall be included in any such percentage calculation to the extent that they cannot by their terms be converted into or exercised for Voting Securities by such Warrantholder or its Affiliates at the time of such measurement or transfer).

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant shall become exercisable in accordance with the following schedule: (a) twenty percent (20%) of the Shares represented by this Warrant shall first become exercisable on February 1, 2011, and (b) the remaining eighty percent (80%) of the Shares represented by this Warrant shall first become exercisable on January 1, 2012, provided however, upon a Liquidity Event or Funding Event this Warrant shall become exercisable as to all of the Shares. This Warrant is exercisable, exercisable in whole or in part by the Warrantholder, at any time or from time to time in the manner set forth above, and after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company, or (iii) by any combination of (i) and (ii). If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws Sections 3(C) and regulations13(G), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderWarrantholder in its sole discretion, at any time or from time to time after between the execution date hereof and delivery of this Warrant by the Company 5:00 p.m., Eastern time on the date hereoftenth anniversary of the Investment Agreement Date (such anniversary, but in no event later than the “Expiration Time”), by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company)’s Designated Office, and (Bii) payment of the aggregate Exercise Price for the Shares thereby purchased either (x) by having tendering such amount in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (y) by instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the average of the Market Price Prices of the Common Stock on the trading day ten (10) Trading Days prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company (a “Cashless Exercise”). Notwithstanding the foregoing, at least three (3) Business Days prior to the delivery of any Notice of Exercise the Warrantholder shall notify the Company of its intent to exercise the Warrant, the date it proposes to exercise the Warrant and whether it intends to pay the aggregate Exercise Price in cash or pursuant to a Cashless Exercise. The Company shall have the option, by giving notice to the Warrantholder by 4:00 p.m. Eastern time on the Business Day before the proposed exercise date, to have such exercise of this Section 3Warrant settled pursuant to a Cashless Exercise. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company, and the Company shall deliver, within a reasonable time, and in any event not exceeding three business daysfive (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in . (B) The Company shall not effect any exercise of this Warrant Warrant, and the Warrantholder shall not have the right to exercise any portion of this Warrant, to the contraryextent that after giving effect to such exercise the Warrantholder (together with the Warrantholder’s Affiliates, and any other Persons acting as a group together with the Warrantholder or any of the Warrantholder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrantholder hereby acknowledges and agrees that its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Warrantholder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any Common Stock Equivalent, subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its Affiliates). Except as set forth in the preceding sentence, for Shares purposes of this Section 3(B), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(B) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrantholder, subject to the condition Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined by the Warrantholder in accordance with Section 13(d) of the Exchange Act, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(B), in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (a) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (b) a more recent public announcement by the Company or (c) a more recent written notice by the Company setting forth the number of shares of Common Stock outstanding. Upon the written request of a Warrantholder, the Company shall, within three (3) Trading Days confirm orally and in writing to the Warrantholder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrantholder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The Warrantholder, upon not less than sixty-one (61) days prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(B), provided that the Beneficial Ownership Limitation in no event exceeds 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Warrantholder and the provisions of this Section 3(B) shall continue to apply. Any such increase or decrease will have not be effective until the sixty-first received (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(B) to correct this paragraph or any applicable Regulatory Approvalsportion hereof which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation, and the Purchasers shall provide notice to the Company of any such changes or supplements. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For all purposes of this Section 3(B), the Warrantholder shall provide the Company from time to time, following a request from the Company, with a schedule showing its calculation of the Beneficial Ownership Limitation and the Company shall be entitled to rely conclusively on the most recent such schedule so provided to it. (C) Notwithstanding any other provision of this Warrant, prior to the receipt of Stockholder Approval, this Warrant shall not be exercisable to purchase Warrant Shares if, and to the extent that, following such exercise either (i) the aggregate voting power of such Warrantholder (or any Group including such Warrantholder), including upon exercise of Warrants or other Common Stock Equivalents, would exceed 19.99% of the Maximum Voting Power or (ii) such Warrantholder (or any Group including such Warrantholder) would Beneficially Own more than 19.99% of the then outstanding shares of Common Stock or of the outstanding shares of Common Stock immediately prior to the execution of the Investment Agreement or the issuance of this Warrant. The foregoing shall not prohibit the Warrantholder from exercising this Warrant in part, so long as such partial exercise would not otherwise violate clauses (i) or (ii) above. Effective immediately upon receipt of the Stockholder Approval, the limitations set forth in this Section 3(C) shall terminate.

Exercise of Warrant; Term. Subject to Section 2, to (A) To the extent permitted by applicable laws and regulations, and subject to the restrictions set forth in Section 3(B), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the seventh anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Spokane, Washington (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (Bii) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (1) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (2) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, withhold shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. . (B) Notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby acknowledges and agrees Warrant shall be exercisable only as follows: (i) by the Investor pursuant to Section 3(A) for shares of Common Stock, provided that its in no event shall Investor be entitled to receive shares of Common Stock upon the exercise of this Warrant for Shares is subject hereof to the condition extent (but only to the extent) that at the Warrantholder will have first received time the Investor exercises the Warrant (1) the Investor has failed to obtain any applicable Regulatory ApprovalsApprovals or (2) such receipt would cause the Investor to own, or be deemed for applicable bank regulatory purposes to own, Voting Securities of the Company in excess of the Ownership Limit; or (ii) by any Warrantholder other than the Investor and its Affiliates, if such Warrantholder shall have acquired this Warrant directly or indirectly by a transaction or transactions constituting a Widely Dispersed Offering and not in violation of the provisions of Section 8 hereof, for shares of Common Stock, subject to any restrictions or limitations under applicable laws and regulations.

Exercise of Warrant; Term. Subject to Section 2, to (A) To the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 11:59 p.m., New York City time, on the fifth anniversary of the date hereof (such time, the “Expiration Time”) and subject to the Acceleration Option, by by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (or such other office or agency of the Company in the United States or Canada as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and and (Bii) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (a) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (b) by having the Company withhold, from the shares of withhold Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock Shares on the trading day on which last full Trading Day prior to the delivery of this Warrant is exercised and the Notice of Exercise is to the Company. (iii) This Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act or the securities laws of any state of the United States, and this Warrant may not be exercised within the United States or by or on behalf of any U.S. Person unless under a registration pursuant to the Securities Act or an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company shall not issue or register Shares or the certificates representing such Shares unless the Warrantholder has executed and delivered to the Company pursuant to this Section 3. a Notice of Exercise included as Schedule “A” hereto. (iv) If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, 2 Amount to be 60% of common shares issuable to Warrantholder in the subsequent investment as adjusted pursuant to Section 2-3 of the Investment Agreement. and in any event not exceeding three business days(3) Business Days, a new warrant certificate in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant . (B) (i) Subject to the contraryterms and conditions of this Section 3(B), prior to the Warrant being exercised by a Warrantholder pursuant to Section 3(A), the Warrantholder hereby acknowledges and agrees that its Company may cause the exercise of this the Warrant for in whole (and not in part) and issue Shares is subject to the condition that Warrantholder at the Warrantholder will have first received any applicable Regulatory ApprovalsExercise Price.

Exercise of Warrant; Term. (a) Subject to Section 2paragraph 2(f), the Holder is entitled to the extent permitted by applicable laws and regulations, exercise the right to purchase the Warrant Shares represented by this Warrant is exercisableWarrant, in whole or in part by part, but not for less than 100,000 Warrant Shares (or such lesser number of Warrant Shares which may then constitute the Warrantholdermaximum number purchasable pursuant to this Warrant), such number being subject to adjustment as provided in paragraph 10, at any time or from time to time after the execution and delivery of 16th day following the Original Issuance Date, until the Expiration Date. To exercise this Warrant by Warrant, the Holder shall deliver to the Company on (i) an executed Warrant Exercise Notice substantially in the date hereofform annexed hereto and (ii) this Warrant. Upon such delivery and payment (the “Exercise Date”), but in no event later than the Expiration Time, by (A) Holder shall be deemed to be the surrender holder of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf record of the WarrantholderWarrant Shares subject to such exercise and shall have all of the rights associated with such Warrant Shares to which the Holder is entitled pursuant to this Warrant, at notwithstanding that the principal executive office stock transfer books of the Company located at the address set forth in Item 7 of Schedule A hereto (shall then be closed or that certificates representing such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise shall not then be actually delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of Holder. (b) If the Warrant equal in value to the aggregate Exercise Price as to which Holder exercises this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which in part, this Warrant is exercised and shall be surrendered by the Notice of Exercise is delivered Holder to the Company pursuant to this Section 3. If and a new Warrant of the Warrantholder does not exercise this same tenor and for the unexercised number of Warrant in its entirety, the Warrantholder will Shares shall be entitled to receive from executed by the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the Exercise Date. The Company shall register the new Warrant in the name of the Holder or in such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and deliver the new Warrant to the Person or Persons entitled to receive the same. (c) Subject to paragraph 2(e), upon surrender of this Warrant and delivery of the Warrant Exercise Notice in conformity with the foregoing provisions, the Company shall transfer to the Holder appropriate evidence of ownership of any Warrant Shares and/or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the Holder or such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new warrant share as provided in substantially identical form for paragraph 5 below, within a reasonable time, not to exceed three (3) Business Days after the purchase Exercise Date. (d) Upon exercise of that number of the Warrant pursuant to paragraph 2(a), the Holder shall be entitled to receive Warrant Shares equal to the difference between value (as determined below) of the number Warrant (or the portion thereof being exercised) by surrender of Shares subject to this Warrant and delivery of the Warrant Exercise Notice, in which event the Company will promptly issue to the Holder a number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to computed using the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.following equation: X = (A - B) x C where:

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 25 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., Los Angeles time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant to by means of a “cashless exercise,” as set forth in the contrary, applicable Notice of Exercise; (B) = the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, (a) On the terms and subject to the extent permitted by applicable laws conditions, requirements and regulationsprocedures set forth herein, on and after September 10, 2024, and prior to 5:00 p.m. (New York City time) on the right to purchase seven (7) year anniversary of the Shares represented by Issue Date (the “Expiration Time”) this Warrant is exercisablemay be exercised by the Warrantholder, in whole or in part by the Warrantholderpart, from time to time, at any time or from time to time after 9:00 a.m., New York City time, on the execution and Issue Date by (x) the delivery of this Warrant by the Warrantholder to the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and a Notice of Exercise annexed heretoand (y) if applicable, duly completed and executed on behalf of payment by the Warrantholder, at the principal executive office of Warrantholder to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having specified in such Notice of Exercise pursuant to Section 3(b). 2 Amount equal to a number of shares of NVCE Stock convertible into (x) the Company withhold, from the total number of shares of Common Stock issued under the Investment Agreement (on an as converted basis without regard to any limitation on conversion), multiplied by (y) 60%. (b) Payment of the Exercise Price for the Shares in any exercise pursuant to Section 3(a) shall be effected by the Company withholding, from the Shares that would otherwise be delivered to the Warrantholder upon such exercise, shares an amount of Common Stock issuable upon exercise of the Warrant Shares equal in value to the aggregate Exercise Price in respect of the Shares as to which this Warrant is so exercised exercised, based on the Market Price of the Common Stock on the trading business day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. exercised. (c) If the Warrantholder does exercises a portion (but not exercise all) of this Warrant in its entiretypursuant to Section 3(a), the Warrantholder will will, at the option of the Warrantholder, be entitled to receive from the Company Company, within a reasonable time, and in any event not exceeding three (3) business daysdays after notice thereof to the Company, a new warrant Warrant Certificate in substantially identical form to this Warrant Certificate, but for the purchase of that number of Shares equal to the difference between the number of Shares subject that remain issuable pursuant to this Warrant. (d) If the Warrantholder does not elect to receive a new Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding Certificate in accordance with Section 3(c), then, notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby shall not be required to physically surrender this Warrant to the Company until this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) business days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in the issuance of a portion of the total number of Shares issuable hereunder shall have the effect of lowering the outstanding number of Shares issuable hereunder in an amount equal to the applicable number of Shares issued upon such partial exercises hereof. The Warrantholder and the Company shall maintain records showing the number of Shares issued upon partial exercises hereof and the date of such issuances. The Company shall inform the Warrantholder if a Notice of Exercise has not been duly completed within two (2) business days of receipt of such notice, but shall not refuse or object to the issuance of the Shares upon receipt of, and pursuant to, a duly completed Notice of Exercise. The Warrantholder, by acceptance of this Warrant, acknowledges and agrees that its that, by reason of the provisions of this Section 3, following the exercise of a portion of this Warrant, the number of Shares issuable hereunder at any given time may be less than the amount stated on the face hereof. (e) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant for Shares is subject to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may, at the election of the Warrantholder (as set forth in the applicable Notice of Exercise), be conditioned upon the consummation of such transaction, in which case, such exercise shall not be deemed to be effective until immediately prior to the condition that consummation of such transaction. (f) At the Expiration Time, this Warrant shall terminate and the Warrantholder will shall have first received no right to acquire any applicable Regulatory Approvalsshares pursuant hereto, other than settlement of any exercise pursuant to Section 3(a) that properly occurred prior to the Expiration Time.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisablewill be exercised at 5:00 p.m., in whole or in part by New York City time, October 1, 2013 (the Warrantholder“Exercise Time”), at any unless the Warrantholder informs the Corporation prior to such time or from time that it does not intend to time after exercise the execution and delivery of Warrant. The Warrantholder agrees to surrender this Warrant by on or prior to the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, Time at the principal executive office of the Company Corporation located at the address set forth in Item 7 of Schedule A hereto 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other office or agency of the Company Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyCorporation), and (B) payment . Payment of the Exercise Price for the Shares thereby purchased will be made by having the Company Corporation withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, a number of shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between Aggregate Exercise Price divided by the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercisedAverage Closing Price. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals. (c) replacing the first sentence of Section 4 of the Warrant with the following: Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names, or such Shares shall be issued in book-entry form, in each case as the Warrantholder may designate and will be delivered to such named Person or Persons and in such form on the Stock Issue Date. (d) replacing the third sentence of Section 4 of the Warrant with the following: The Corporation agrees that the Shares so issued will be deemed to have been issued to the Warrantholder at the Exercise Time, notwithstanding that the stock transfer books of the Corporation may then be closed or certificates representing such Shares may not be actually delivered on such date. (e) replacing Section 5 of the Warrant, in its entirety, with the following:

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depository. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee 1 Include for Global Warrant. 2 Include for Global Warrant. 3 Include for Definitive Warrants. or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depository, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares Common Stock represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the third anniversary of the date of issuance of the Warrant (the “Expiration Time”), by by: (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company), ) of a duly executed facsimile copy of the Form of Notice of Exercise annexed hereto; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company of the aggregate Exercise Price in respect of the Shares thereby purchased by wire transfer in immediately available funds or, if available, pursuant to this the cashless exercise procedure specified in Section 33(b) below. If Notwithstanding anything herein to the Warrantholder does not exercise this Warrant in its entiretycontrary, the Warrantholder will shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. Absent manifest error, the records of the Company shall be conclusive as to the number of Shares issuable upon exercise and binding on the Company and the Warrantholder. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form certificate for the purchase of that number of Shares equal to the difference between quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the number of Shares subject VWAP on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant and by means of a “cashless exercise,” as set forth in the number applicable Notice of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to Exercise; (B) = the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereoftime, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having tendering in cash or by wire transfer of immediately available funds to an account designated by the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder Holder does not exercise this Warrant in its entirety, the Warrantholder Holder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this . (B) This Warrant to may be exercised at such time by means of a “cashless exercise,” whereupon the contrary, the Warrantholder hereby acknowledges and agrees that its exercise surrender of this Warrant for Shares is subject and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Holder, at the principal executive office of the Company located at the address set forth in Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the condition that Holder at the Warrantholder address of the Holder appearing on the books of the Company), the Company will have first received any applicable Regulatory Approvals.issue the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Market Price of the Common Stock on the last trading day preceding the date of exercise; (B) = the Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, to (A) To the extent permitted by applicable laws and regulations, and subject to the restrictions set forth in Section 3(B), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the [seventh] anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (Ai) the surrender 6 Names to be conformed as appropriate. of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Spokane, Washington (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (Bii) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (1) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (2) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, withhold shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. . (B) Notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby acknowledges and agrees Warrant shall be exercisable only as follows: (i) by the Investor pursuant to Section 3(A) for shares of Common Stock, provided that its in no event shall Investor be entitled to receive shares of Common Stock upon the exercise of this Warrant for Shares is subject hereof to the condition extent (but only to the extent) that at the Warrantholder will have first received time the Investor exercises the Warrant (1) the Investor has failed to obtain any applicable Regulatory ApprovalsApprovals or (2) such receipt would cause the Investor to own, or be deemed for applicable bank regulatory purposes to own, Voting Securities of the Company in excess of the Ownership Limit; or (ii) by any Warrantholder other than the Investor and its Affiliates, if such Warrantholder shall have acquired this Warrant directly or indirectly by a transaction or transactions constituting a Widely Dispersed Offering and not in violation of the provisions of Section 8 hereof, for shares of Common Stock, subject to any restrictions or limitations under applicable laws and regulations.

Exercise of Warrant; Term. Subject to Section 2, to (A) To the extent permitted by applicable laws and regulations, and subject to the restrictions set forth in Section 3(B), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the tenth anniversary of the date of issuance of this Warrant (the “Expiration Time”), by (Ai) the surrender of this Warrant and the Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Baltimore, Maryland (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (Bii) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (1) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (2) by having the Company withhold, withhold from the shares of Common Stock or Series A Preferred Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock or Series A Preferred issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day Trading Day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. . (B) Notwithstanding anything in this Warrant herein to the contrary, in no event shall the Warrantholder hereby acknowledges and agrees be entitled to receive shares of Common Stock upon the exercise hereof to the extent (but only to the extent) that its exercise at the time the Warrantholder exercises the Warrant such receipt would cause the Warrantholder to own, or be deemed for applicable bank regulatory purposes to own, Voting Securities of the Company in excess of the Ownership Limit, it being understood that in such circumstances this Warrant shall remain exercisable for Shares is subject to the condition maximum number of shares such that the Warrantholder will have first received any applicable Regulatory ApprovalsOwnership Limit is not exceeded.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, Certificate are exercisable in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (A) To the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 11:59 p.m., New York City time, on the fifth anniversary of the date hereof (such time, the “Expiration Time”) and subject to the Acceleration Option, by by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (or such other office or agency of the Company in the United States or Canada as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and and (Bii) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (a) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (b) by having the Company withhold, from the shares of withhold Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock Shares on the trading day on which last full Trading Day prior to the delivery of this Warrant is exercised and the Notice of Exercise is to the Company. (iii) This Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act or the securities laws of any state of the United States, and this Warrant may not be exercised within the United States or by or on behalf of any U.S. Person unless under a registration pursuant to the Securities Act or an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company shall not issue or register Shares or the certificates representing such Shares unless the Warrantholder has executed and delivered to the Company pursuant to this Section 3. a Notice of Exercise included as Schedule “A” hereto. (iv) If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days, a new warrant certificate in 1 Amount to be 60% of common shares issuable to Warrantholder in the initial investment. substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant . (B) (i) Subject to the contraryterms and conditions of this Section 3(B), prior to the Warrant being exercised by a Warrantholder pursuant to Section 3(A), the Warrantholder hereby acknowledges and agrees that its Company may cause the exercise of this the Warrant for in whole (and not in part) and issue Shares is subject to the condition that Warrantholder at the Warrantholder will have first received any applicable Regulatory ApprovalsExercise Price.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws law, rule and regulationsregulation, the right to purchase the Warrant Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereofSeptember 30, 2012, but in no event later than 5:00 p.m., New York City time on August 22, 2013 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Section 20 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding anything to the contrary in this Warrant, in the event that the Company withholdconsummates any Business Combination, from a sale of all or substantially all of its assets or any similar transaction, the shares Company shall notify the Warrantholder of Common Stock that would otherwise be delivered such event no less than ten (10) business days prior to the effective date of such transaction and this Warrant shall become exercisable without limitation prior to such transaction in such manner as may be necessary to afford the Warrantholder upon the right to exercise the Warrant prior to such exercise, shares transaction and participate in such transaction as a holder of Common Stock issuable upon exercise the exercised portion of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Shares. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for the Warrant Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (Aa) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (Bb) payment of the Exercise Price for the Shares thereby purchased purchased: (1) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (2) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “ Expiration TimeTime ”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. (a) Subject to Section 2paragraph 2(f), the Holder is entitled to the extent permitted by applicable laws and regulations, exercise the right to purchase the Warrant Shares represented by this Warrant is exercisableWarrant, in whole or in part by part, but not for less than 100,000 Warrant Shares (or such lesser number of Warrant Shares which may then constitute the Warrantholdermaximum number purchasable pursuant to this Warrant), such number being subject to adjustment as provided in paragraph 10, at any time or from time to time after the execution and delivery 16th day following the original date of issuance, until the Expiration Date. To exercise this Warrant by Warrant, the Holder shall deliver to the Company on (i) an executed Warrant Exercise Notice substantially in the date hereofform annexed hereto and (ii) this Warrant. Upon such delivery and payment (the “Exercise Date”), but in no event later than the Expiration Time, by (A) Holder shall be deemed to be the surrender holder of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf record of the WarrantholderWarrant Shares subject to such exercise and shall have all of the rights associated with such Warrant Shares to which the Holder is entitled pursuant to this Warrant, at notwithstanding that the principal executive office stock transfer books of the Company located at the address set forth in Item 7 of Schedule A hereto (shall then be closed or that certificates representing such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise shall not then be actually delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of Holder. (b) If the Warrant equal in value to the aggregate Exercise Price as to which Holder exercises this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which in part, this Warrant is exercised and shall be surrendered by the Notice of Exercise is delivered Holder to the Company pursuant to this Section 3. If and a new Warrant of the Warrantholder does not exercise this same tenor and for the unexercised number of Warrant in its entirety, the Warrantholder will Shares shall be entitled to receive from executed by the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the Exercise Date. The Company shall register the new Warrant in the name of the Holder or in such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and deliver the new Warrant to the Person or Persons entitled to receive the same. (c) Subject to paragraph 2(e), upon surrender of this Warrant and delivery of the Warrant Exercise Notice in conformity with the foregoing provisions, the Company shall transfer to the Holder appropriate evidence of ownership of any Warrant Shares and/or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the Holder or such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new warrant share as provided in substantially identical form for paragraph 5 below, within a reasonable time, not to exceed three (3) Business Days after the purchase Exercise Date. (d) Upon exercise of that number of the Warrant pursuant to paragraph 2(a), the Holder shall be entitled to receive Warrant Shares equal to the difference between value (as determined below) of the number Warrant (or the portion thereof being exercised) by surrender of Shares subject to this Warrant and delivery of the Warrant Exercise Notice, in which event the Company will promptly issue to the Holder a number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to computed using the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.following equation: X = (A - B) x C where:

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration TimeOriginal Issue Date, by (A) the surrender of this Warrant and a Notice of Exercise annexed Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (or such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Shares Warrant Interests thereby purchased at the election of the Holder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (ii) instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the Warrants being exercised with an aggregate Exercise Price Fair Market Value as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and date the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares subject required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant and the number of Shares as to which Interests called for by this Warrant is so exercised. Notwithstanding anything in or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the contrary, Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Warrantholder hereby acknowledges and agrees Holder or any purchaser or assignee that its is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant for Shares is subject (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the condition greater of (x) the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Warrantholder will have first received any applicable Regulatory ApprovalsExpiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereoftime, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having tendering in cash or by wire transfer of immediately available funds to an account designated by the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder Holder does not exercise this Warrant in its entirety, the Warrantholder Holder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in . (B) This Warrant may be exercised at such time by means of a “cashless exercise,” whereupon the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Holder, at the principal executive office of the Company located at the address set forth in Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the contraryHolder at the address of the Holder appearing on the books of the Company), the Warrantholder hereby acknowledges Company will issue the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Market Price of the Common Stock on the last trading day preceding the date of exercise; (B) = the Exercise Price; and (X) = the number of Shares for which this Warrant is being exercised. (C) To the extent permitted by applicable laws and agrees that its regulations, the Company’s obligations to issue and deliver Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Shares upon exercise of this Warrant for Shares is subject as required pursuant to the condition that the Warrantholder will have first received any applicable Regulatory Approvalsterms hereof.

Exercise of Warrant; Term. Subject to the terms and conditions hereof, specifically Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time, on the tenth anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office offices of the Company located at the address set forth in Item 7 of Schedule A hereto United Western Bancorp, Inc., 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (or such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (i) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company; or (ii) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised exercised, based on the Market Price of the Common Stock on the trading day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Company, within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject issuable pursuant to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for the Shares is subject to the condition that following conditions and limitations: (A) this Warrant shall only be exercisable if the Warrantholder will Company shall have first received the Stockholder Approvals; and (B) a Warrantholder shall not be entitled to exercise this Warrant for a number of Shares that would cause such Warrantholder and its Affiliates, collectively, to be deemed to own, control or have the power to vote, for purposes of the HOLA and any applicable Regulatory Approvalsrules or regulations promulgated thereunder, 25% or more of any class of Voting Securities of the Company outstanding at such time.

Exercise of Warrant; Term. (a) Subject to Section 2paragraph 2(f), the Holder is entitled to the extent permitted by applicable laws and regulations, exercise the right to purchase the Warrant Shares represented by this Warrant is exercisableWarrant, in whole or in part by part, but not for less than 100,000 Warrant Shares (or such lesser number of Warrant Shares which may then constitute the Warrantholdermaximum number purchasable pursuant to this Warrant), such number being subject to adjustment as provided in paragraph 10, at any time or from time to time after the execution and delivery of 16th day following the Original Issuance Date, until the Expiration Date. To exercise this Warrant by Warrant, the Holder shall deliver to the Company on (i) an executed Warrant Exercise Notice substantially in the date hereofform annexed hereto and (ii) this Warrant. Upon such delivery and payment (the “Exercise Date”), but in no event later than the Expiration Time, by (A) Holder shall be deemed to be the surrender holder of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf record of the WarrantholderWarrant Shares subject to such exercise and shall have all of the rights associated with such Warrant Shares to which the Holder is entitled pursuant to this Warrant, at notwithstanding that the principal executive office stock transfer books of the Company located at the address set forth in Item 7 of Schedule A hereto (shall then be closed or that certificates representing such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise shall not then be actually delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of Holder. (b) If the Warrant equal in value to the aggregate Exercise Price as to which Holder exercises this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which in part, this Warrant is exercised and shall be surrendered by the Notice of Exercise is delivered Holder to the Company pursuant to this Section 3. If and a new Warrant of the Warrantholder does not exercise this same tenor and for the unexercised number of Warrant in its entirety, the Warrantholder will Shares shall be entitled to receive from executed by the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the Exercise Date. The Company shall register the new Warrant in the name of the Holder or in such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and deliver the new Warrant to the Person or Persons entitled to receive the same. (c) Subject to paragraph 2(e), upon surrender of this Warrant and delivery of the Warrant Exercise Notice in conformity with the foregoing provisions, the Company shall transfer to the Holder appropriate evidence of ownership of any Warrant Shares and/or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the Holder or such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new warrant share as provided in substantially identical form for paragraph 5 below, within a reasonable time, not to exceed three (3) Business Days after the purchase Exercise Date. (d) Upon exercise of that number of the Warrant pursuant to paragraph 2(a), the Holder shall be entitled to receive Warrant Shares equal to the difference between value (as determined below) of the number Warrant (or the portion thereof being exercised) by surrender of Shares subject to this Warrant and delivery of the Warrant Exercise Notice, in which event the Company will promptly issue to the Holder a number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to computed using the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.following equation: X = (A - B) x C A where:

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereofShareholder Approval Date, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having tendering in cash or by wire transfer of immediately available funds to an account designated by the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder Holder does not exercise this Warrant in its entirety, the Warrantholder Holder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in . (B) If at any time from and after the Shareholder Approval Date until the Expiration Time, there is no effective registration statement under the Securities Act of 1933, as amended, or no current prospectus covering the resale of the Shares, then, this Warrant to may be exercised at such time by means of a “cashless exercise,” whereupon the contrary, the Warrantholder hereby acknowledges and agrees that its exercise surrender of this Warrant for Shares is subject and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Holder, at the principal executive office of the Company located at the address set forth in Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the condition that Holder at the Warrantholder address of the Holder appearing on the books of the Company), the Company will have first received any applicable Regulatory Approvals.issue the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Market Price of the Common Stock on the last trading day preceding the date of exercise; (B) = the Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event time not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Timetime, by (A) the surrender of this Warrant and a Notice of Exercise annexed Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000(xx such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Shares Warrant Interests thereby purchased at the election of the Holder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (ii) instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the Warrants being exercised with an aggregate Exercise Price Fair Market Value as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and date the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares subject required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant and the number of Shares as to which Interests called for by this Warrant is so exercised. Notwithstanding anything in or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the contrary, Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Warrantholder hereby acknowledges and agrees Holder or any purchaser or assignee that its is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant for Shares is subject (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, if current U.S. federal laws regarding cannabis remain unchanged or the cultivation, manufacture, distribution, or possession of cannabis otherwise remains illegal under U.S. federal law, then upon exercise of the Warrant the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the condition Fair Market Value of such Warrant Interests (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable th Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Warrantholder will have first received any applicable Regulatory ApprovalsExpiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 25 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant to by means of a “cashless exercise,” as set forth in the contrary, applicable Notice of Exercise; (B) = the Warrantholder hereby acknowledges and agrees Exercise Price; and (X) = the number of Shares that its would be issuable upon exercise of this Warrant for Shares is subject to in accordance with the condition that the Warrantholder will have first received any applicable Regulatory Approvalsterms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the date of delivery of the applicable aggregate Exercise Price to the Company, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B)*(X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant to by means of a “cashless exercise,” as set forth in the contrary, applicable Notice of Exercise; (B) = the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereoftime, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having tendering in cash or by wire transfer of immediately available funds to an account designated by the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder Holder does not exercise this Warrant in its entirety, the Warrantholder Holder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in . (B) If at any time until the Expiration Time, there is no effective registration statement under the Securities Act of 1933, as amended, or no current prospectus covering the resale of the Shares, then, this Warrant to may be exercised at such time by means of a “cashless exercise,” whereupon the contrary, the Warrantholder hereby acknowledges and agrees that its exercise surrender of this Warrant for Shares is subject and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Holder, at the principal executive office of the Company located at the address set forth in Section 19(a) hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the condition that Holder at the Warrantholder address of the Holder appearing on the books of the Company), the Company will have first received any applicable Regulatory Approvals.issue the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Market Price of the Common Stock on the last trading day preceding the date of exercise; (B) = the Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, (a) On the terms and subject to the extent permitted by applicable laws conditions, requirements and regulationsprocedures set forth herein, on and after January 5, 2024, and prior to 5:00 p.m. New York City time, on the right to purchase seven (7) year anniversary of the Shares represented by Issue Date (the “Expiration Time”) this Warrant is exercisablemay be exercised by the Warrantholder, in whole or in part by the Warrantholderpart, from time to time, at any time or from time to time after 9:00 a.m., New York City time, on the execution and Issue Date by (x) the delivery of this Warrant by the Warrantholder to the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and a Notice of Exercise annexed heretoand (y) if applicable, duly completed and executed on behalf of payment by the Warrantholder, at the principal executive office of Warrantholder to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased specified in such Notice of Exercise pursuant to Section 3(b). (b) Payment of the Exercise Price for the Shares in any exercise pursuant to Section 3(a) shall be effected by having the Company withholdwithholding, from the shares of Common Stock Shares that would otherwise be delivered to the Warrantholder upon such exercise, shares an amount of Common Stock issuable upon exercise of the Warrant Shares equal in value to the aggregate Exercise Price in respect of the Shares as to which this Warrant is so exercised exercised, based on the Market Price of the Common Stock on the trading business day immediately prior to the date on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. exercised. (c) If the Warrantholder does exercises a portion (but not exercise all) of this Warrant in its entiretypursuant to Section 3(a), the Warrantholder will will, at the option of the Warrantholder, be entitled to receive from the Company Company, within a reasonable time, and in any event not exceeding three (3) business daysdays after notice thereof to the Company, a new warrant Warrant Certificate in substantially identical form to this Warrant Certificate, but for the purchase of that number of Shares equal to the difference between the number of Shares subject that remain issuable pursuant to this Warrant. (d) If the Warrantholder does not elect to receive a new Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding Certificate in accordance with Section 3(c), then, notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby shall not be required to physically surrender this Warrant to the Company until this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) business days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in the issuance of a portion of the total number of Shares issuable hereunder shall have the effect of lowering the outstanding number of Shares issuable hereunder in an amount equal to the applicable number of Shares issued upon such partial exercises hereof. The Warrantholder and the Company shall maintain records showing the number of Shares issued upon partial exercises hereof and the date of such issuances. The Company shall inform the Warrantholder if a Notice of Exercise has not been duly completed within three (3) business days of receipt of such notice, but shall not refuse or object to the issuance of the Shares upon receipt of, and pursuant to, a duly completed Notice of Exercise. The Warrantholder, by acceptance of this Warrant, acknowledges and agrees that its that, by reason of the provisions of this Section 3, following the exercise of a portion of this Warrant, the number of Shares issuable hereunder at any given time may be less than the amount stated on the face hereof. (e) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant for Shares is subject to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may, at the election of the Warrantholder (as set forth in the applicable Notice of Exercise), be conditioned upon the consummation of such transaction, in which case, such exercise shall not be deemed to be effective until immediately prior to the condition that consummation of such transaction. (f) At the Expiration Time, this Warrant shall terminate and the Warrantholder will shall have first received no right to acquire any applicable Regulatory Approvalsshares pursuant hereto, other than settlement of any exercise pursuant to Section 3(a) that properly occurred prior to the Expiration Time.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on February 18, 2021 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed Exercise, in substantially the form set forth in Annex A attached hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 6 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 25 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Market Price on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant to by means of a “cashless exercise,” as set forth in the contrary, applicable Notice of Exercise; (B) = the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery Issue Date of this Warrant by the Company on the date hereofWarrant, but in no event later than 5:00 p.m., Atlantic Standard Time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and notice of exercise annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive registered office of the Company located at the address set forth in Item 7 of Schedule A hereto Bank (or such other office or agency of the Company Bank in the United States Bermuda as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyBank), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (A) by having the Company Bank withhold, from the shares of Common Stock Shares that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company Bank pursuant to this Section 3, or (B) with the consent of both the Bank and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Bank, or by wire transfer of immediately available funds to an account designated by the Bank. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Bank within a reasonable time, and in any event not exceeding three business daysBusiness Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Bank will have first received Shareholder Approvals and the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares Non-Voting Common Stock represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the third anniversary of the date of issuance of the Warrant (the “Expiration Time”), by by: (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company), ) of a duly executed facsimile copy of the Form of Notice of Exercise annexed hereto; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company of the aggregate Exercise Price in respect of the Shares thereby purchased by wire transfer in immediately available funds or, if available, pursuant to this the cashless exercise procedure specified in Section 33(b) below. If Notwithstanding anything herein to the Warrantholder does not exercise this Warrant in its entiretycontrary, the Warrantholder will shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. Absent manifest error, the records of the Company shall be conclusive as to the number of Shares issuable upon exercise and binding on the Company and the Warrantholder. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form certificate for the purchase of that number of Shares equal to the difference between quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the number of Shares subject VWAP on the trading day immediately preceding the date on which the Warrantholder elects to exercise this Warrant and by means of a “cashless exercise,” as set forth in the number applicable Notice of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to Exercise; (B) = the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Exercise Price; and

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the fifth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Section 19 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws Sections 3(C) and regulations13(G), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderWarrantholder in its sole discretion, at any time or from time to time after between the execution date hereof and delivery of this Warrant by the Company 5:00 p.m., Eastern time on the date hereoftenth anniversary of the Investment Agreement Date (such anniversary, but in no event later than the “Expiration Time”), by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company)’s Designated Office, and (Bii) payment of the aggregate Exercise Price for the Shares thereby purchased either (x) by having tendering such amount in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (y) by instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the average of the Market Price Prices of the Common Stock on the trading day ten (10) Trading Days prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company (a “Cashless Exercise”). Notwithstanding the foregoing, at least three (3) Business Days prior to the delivery of any Notice of Exercise the Warrantholder shall notify the Company of its intent to exercise the Warrant, the date it proposes to exercise the Warrant and whether it intends to pay the aggregate Exercise Price in cash or pursuant to a Cashless Exercise. The Company shall have the option, by giving notice to the Warrantholder by 4:00 p.m. Eastern time on the Business Day before the proposed exercise date, to have such exercise of this Section 3Warrant settled pursuant to a Cashless Exercise. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company, and the Company shall deliver, within a reasonable time, and in any event not exceeding three business daysfive (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in . (B) The Company shall not effect any exercise of this Warrant Warrant, and the Warrantholder shall not have the right to exercise any portion of this Warrant, to the contraryextent that after giving effect to such exercise the Warrantholder (together with the Warrantholder’s Affiliates, and any other Persons acting as a group together with the Warrantholder or any of the Warrantholder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrantholder hereby acknowledges and agrees that its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Warrantholder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any Common Stock Equivalent, subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its Affiliates). Except as set forth in the preceding sentence, for Shares purposes of this Section 3(B), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(B) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrantholder, subject to the condition Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined by the Warrantholder in accordance with Section 13(d) of the Exchange Act, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(B), in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (a) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (b) a more recent public announcement by the Company or (c) a more recent written notice by the Company setting forth the number of shares of Common Stock outstanding. Upon the written request of a Warrantholder, the Company shall, within three (3) Trading Days confirm orally and in writing to the Warrantholder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrantholder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The Warrantholder, upon not less than sixty-one (61) days prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(B), provided that the Beneficial Ownership Limitation in no event exceeds 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Warrantholder and the provisions of this Section 3(B) shall continue to apply. Any such increase or decrease will have not be effective until the sixty-first received (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(B) to correct this paragraph or any applicable Regulatory Approvalsportion hereof which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation, and the Purchasers shall provide notice to the Company of any such changes or supplements. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For all purposes of this Section 3(B), the Warrantholder shall provide the Company from time to time, following a request from the Company, with a schedule showing its calculation of the Beneficial Ownership Limitation and the Company shall be entitled to rely conclusively on the most recent such schedule so provided to it. (C) Notwithstanding any other provision of this Warrant, prior to the receipt of Stockholder Approval, this Warrant shall not be exercisable to purchase Warrant Shares if, and to the extent that, following such exercise (i) the aggregate voting power of such Warrantholder (or any Group including such Warrantholder), including upon exercise of Warrants or other Common Stock Equivalents, would exceed 19.99% of the Maximum Voting Power, (ii) such Warrantholder (or any Group including such Warrantholder) would Beneficially Own more than 19.99% of the then outstanding shares of Common Stock or of the shares of Common Stock outstanding immediately prior to the execution of the Investment Agreement or the issuance of this Warrant or (iii) the aggregate number of Warrant Shares issued hereunder and under any other Warrants issued pursuant to the Investment Agreement would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Investment Agreement. The foregoing shall not prohibit the Warrantholder from exercising this Warrant in part, so long as such partial exercise would not otherwise violate clauses (i), (ii) or (iii) above. Effective immediately upon receipt of the Stockholder Approval, the limitations set forth in this Section 3(C) shall terminate.

Exercise of Warrant; Term. (A) Subject to the restrictions set forth in Section 2, 3(B) and subject to the extent permitted by applicable laws and regulationsSection 13(F), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on between the date hereofhereof and the fifth anniversary of the date hereof (such anniversary, but in no event later than the “Expiration Time”), by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Dallas, Texas (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (Bii) payment of the Exercise Price for the Shares thereby purchased either (x) as provided in Section 2.4(b) of the Credit Agreement, in the case of a Warrantholder that is a lender thereunder, or (y) by having the Company withholdtendering such amount in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Company, or by wire transfer of immediately available funds to an account designated by the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysfive (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. . (B) Notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby acknowledges and agrees Warrant shall be exercisable by the Investor or any permitted transferee pursuant to Section 3(A) for shares of Common Stock, provided that its in no event shall Investor or a permitted transferee be entitled to receive shares of Common Stock upon the exercise hereof to the extent (but only to the extent) that such receipt would cause the Investor or permitted transferee to own, or be deemed for applicable bank regulatory purposes to own, securities of the Company in excess of the Ownership Limit. If any delivery of shares of Common Stock otherwise deliverable to the Investor or permitted transferee pursuant to a valid exercise of this Warrant is not made, in whole or in part, as a result of the foregoing limitation, the Company shall be obligated to satisfy a portion of the Investor’s or permitted transferee’s exercise, at the request of such Investor or permitted transferee, for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvalsshares of Series A Preferred Stock in accordance with Section 14.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on December 12, 2018 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed Exercise, in substantially the form set forth in Annex A attached hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 6 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased: (i) by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 8 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased, by having the Company withhold, from the shares of Common Convertible Preferred Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Convertible Preferred Stock issuable upon exercise of the Warrant with an aggregate liquidation amount equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3exercised. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (a) Subject to Section 22(e), the Holder is entitled to the extent permitted by applicable laws and regulations, exercise the right to purchase the Warrant Shares represented by this Warrant is exercisableWarrant, in whole or in part by part, but not for less than 100,000 Warrant Shares (or such lesser number of Warrant Shares which may then constitute the Warrantholdermaximum number purchasable pursuant to this Warrant), such number being subject to adjustment as provided in Section 10, at any time or from time to time after the execution earlier of (a) the fifteen-month anniversary of the Original Issuance Date and delivery (b) the occurrence of a Fundamental Change (as defined in the Certificate of Designation) until the Expiration Date. To exercise this Warrant by Warrant, the Holder shall deliver to the Company on (i) an executed Warrant Exercise Notice substantially in the date hereofform annexed hereto and (ii) this Warrant. Upon such delivery and payment (the “Exercise Date”), but in no event later than the Expiration Time, by (A) Holder shall be deemed to be the surrender holder of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf record of the WarrantholderWarrant Shares subject to such exercise and shall have all of the rights associated with such Warrant Shares to which the Holder is entitled pursuant to this Warrant, at notwithstanding that the principal executive office stock transfer books of the Company located at the address set forth in Item 7 of Schedule A hereto (shall then be closed or that certificates representing such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise shall not then be actually delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of Holder. (b) If the Warrant equal in value to the aggregate Exercise Price as to which Holder exercises this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which in part, this Warrant is exercised and shall be surrendered by the Notice of Exercise is delivered Holder to the Company pursuant to this Section 3. If and a new Warrant of the Warrantholder does not exercise this same tenor and for the unexercised number of Warrant in its entirety, the Warrantholder will Shares shall be entitled to receive from executed by the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the Exercise Date. The Company shall register the new Warrant in the name of the Holder or in such name or names of its transferee pursuant to Section 6 hereof as may be directed in writing by the Holder, and deliver the new Warrant to the Person or Persons entitled to receive the same. (c) Upon surrender of this Warrant and delivery of the Warrant Exercise Notice in conformity with the foregoing provisions, the Company shall transfer to the Holder appropriate evidence of ownership of any Warrant Shares and/or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the Holder or such name or names of its transferee pursuant to Section 6 hereof as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new warrant share as provided in substantially identical form for Section 5 below, within a reasonable time, not to exceed three (3) Business Days after the purchase Exercise Date. (d) Upon exercise of that number of the Warrant pursuant to Section 2(a), the Holder shall be entitled to receive Warrant Shares equal to the difference between value (as determined below) of the number Warrant (or the portion thereof being exercised) by surrender of Shares subject to this Warrant and delivery of the Warrant Exercise Notice, in which event the Company will promptly issue to the Holder a number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to computed using the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.following equation:

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depository. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee 1 Include for Global Warrant. 2 Include for Global Warrant. 3 Include for Definitive Warrants. or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depository, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Corporation on the date hereof, but in no event later than 5:00 p.m., New York City time, January 15, 2015 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company Corporation located at the address set forth in Item 7 of Schedule A hereto 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (or such other office or agency of the Company Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyCorporation), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: (A) by tendering in cash, by certified or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, or (B) by having the Company withhold, from the Corporation withhold shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Class A Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Class A Common Stock on the trading day prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company pursuant to this Section 3Corporation. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Corporation within a reasonable time, and in any event not exceeding three business daysBusiness Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals. Notwithstanding the foregoing, in the case of any Warrantholder other than the Warrant Purchasers and their Permitted Transferees under the Securities Purchase Agreement, the Corporation shall not be obligated to deliver any Shares pursuant to the exercise of this Warrant unless the Corporation reasonably determines that: (i) a registration statement under the Securities Act with respect to the Class A Common Stock issuable upon the exercise hereof is effective, or (ii) the exercise of this Warrant is exempt from the registration requirements of the Securities Act.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, Certificate are exercisable in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Agreement.‌

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Timetime, by (A) the surrender of this Warrant and a Notice of Exercise annexed Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (or such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Shares Warrant Interests thereby purchased at the election of the Holder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (ii) instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the Warrants being exercised with an aggregate Exercise Price Fair Market Value as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and date the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares subject required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant and the number of Shares as to which Interests called for by this Warrant is so exercised. Notwithstanding anything in or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the contrary, Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Warrantholder hereby acknowledges and agrees Holder or any purchaser or assignee that its is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant for Shares is subject (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the condition greater of (x) the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Warrantholder will have first received any applicable Regulatory ApprovalsExpiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.