Common use of FORM OF ASSIGNMENT Clause in Contracts

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor Value Received, the undersigned registered owner of this Warrant issued by Altus Biologics Inc. hereby sells, assigns and transfers unto the Warrant(s) represented by this Certificate toAssignee named below all of the rights of the undersigned under the within Warrant No. W-______, with respect to the number of Warrant Shares of Common Stock set forth below: Name, Address and Zip Code Name of Assignee Address Number of Warrant Shares ---------------- ------- ------------------------ and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint ____________________ attorney to make such transfer this Warrant Certificate on the books of Altus Biologics Inc., maintained for such purpose, with full power of substitution in the premises. Dated: ___________________ _________________________________ Signature of registered owner Witness: _________________ The Assignee acknowledges that this Warrant Agentand the shares of Common Stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Name Further, the Assignee has acknowledged that upon exercise of Assignor By: this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: ____________________ Print Title: ____________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (Sign exactly as your name appears on this CertificateA) NOTICE: The signature(sCOVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities W-5B 169,600 Shares WARRANT To Purchase Shares of The Depository Trust Company (the “Depository”)Common Stock of ALTUS BIOLOGICS INC. Dated February 22, to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.2001

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the Warrant(s“Company”), on [ISSUE DATE] (the “Warrant”) represented by this Certificate to: Nametogether with all rights, Address title and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agentinterest therein. Name of Assignor OXFORD FINANCE LLC By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICEDate: The signature(s) should be guaranteed by an eligible guarantor institution (banksBy its execution below, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form for the benefit of Exercise Notice American Stock Transfer & Trust the Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant Agreement dated as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 2016 between Xxxxxxxx Resources, Inc. AS AMENDED (the THE “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryACT”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedOR THE SECURITIES LAWS OF ANY STATE AND, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED EXCEPT AND PURSUANT TO THE WARRANT AGENTPROVISIONS OF ARTICLE 5 BELOW, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT UNTIL REGISTERED UNDER SAID ACT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. WARRANT AGREEMENT. ByTO PURCHASE STOCK (2 of 2) Company: Authorized Signature AddressClarus Therapeutics, Inc., a Delaware corporation Number of Shares: Telephone12,229, subject to adjustment Class of Stock: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Series D Convertible Preferred Stock, $0.001 par value per share Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.Price: $4.497407693, subject to adjustment Issue Date: April 9, 2013 Expiration Date: April 9, 2023

FORM OF ASSIGNMENT. ABBREVIATIONS Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned assigns hereby sell(s), assign(s) and transfers transfer(s) unto Please insert Social Security or other identifying number of assignee PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE the Warrant(s) represented by this Certificate to: Namewithin Security and all rights thereunder, Address hereby irrevocably constituting and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent appointing attorney to transfer this Warrant Certificate said Security on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name Dated: Notice: This signature to the assignment must correspond with the name as written on the face of Assignor Bythe within instrument in every particular, without alteration or enlargement, or any change whatever. SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT OF SECURITIES The original principal amount of this Security is [—] U.S. Dollars ($[—]). The following increases or decreases in the principal amount of this Security have been made: Name: Title: Date of increase or decrease Amount of decrease in principal amount of this Security Amount of increase in principal amount of this Security Principal amount of this Security following such decrease or increase Signature of authorized signatory of Trustee or Depositary Exhibit B MARATHON PETROLEUM CORPORATION 4.750% Senior Notes due 2044 No. $[—] CUSIP No. 00000XXX0 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED. AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program“DTC”), pursuant to S.E.C. Rule 17Ad-15TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. EXHIBIT B Form OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as the State of , 2016 between Xxxxxxxx Resources, Inc. Delaware (herein called the “Company”,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [—] [Insert if Global Security: CEDE & CO.], or registered assigns, the principal sum of [—] Dollars ($[—]),or such greater or lesser amount as indicated on the Schedule of Exchanges of Securities attached hereto, on September 15, 2044, and to pay interest thereon from September 5, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year commencing March 15, 2015, at the rate of 4.750% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange all as more fully provided in said Indenture. If an Interest Payment Date, a Stated Maturity or a Redemption Date with respect to this Security falls on a day that is not a Business Day, the payment will be made on the next Business Day and no interest will accrue for the period from and after such Interest Payment Date, Stated Maturity or Redemption Date. Payment of the principal of (and premium, if any) and American Stock Transfer & Trust Companyinterest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, LLCNew York, in such coin or currency of the United States of America as Warrant Agent (as it may be supplemented or amended, at the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held time of payment is legal tender for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Controland private debts; provided, however, that (1) payments on any Global Security shall be made by electronic (same-day) funds transfer to the Depositary and (2) at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the event Security Register or by electronic funds transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such transaction Person shall have given the Trustee written instructions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be consummated, then this exercise shall entitled to any benefit under the Indenture or be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent valid or obligatory for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agentany purpose.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer B-1 FORM OF 5-YEAR GLOBAL WARRANT CERTIFICATE Xx. 0 XXXXX XX. 00000X 129 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO KEY ENERGY SERVICES, INC. (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Trust CompanyCO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), LLC 0000 00xx Xxxxxx XxxxxxxxANY TRANSFER, XX 00000 AttentionPLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES. Key Energy Services, Inc. December 15, 2016 NUMBER OF WARRANTS: Transfer Department Re: Initially, 899,700 Warrants, subject to adjustment as described in the Warrant Agreement dated as of December 15, 2016 between Xxxxxxxx ResourcesKey Energy Services, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $54.40 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE FORM OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.SETTLEMENT:

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 166,667 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of November 25, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyA-2 [FORM OF FACE OF INITIAL 2028 NOTE] [Global Notes Legend] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, LLC 0000 00xx Xxxxxx XxxxxxxxAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FORM OF FACE OF INITIAL 2028 NOTE] No. [Up to]**$ 3.800% Senior Note due 2028 CUSIP No. 000000XX0 NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedCede & Co., or registered assigns, the undersigned shall tender payment principal sum of $ adjusted as set forth on the Exercise Price therefore in accordance with instructions received from Schedule of Increases or Decreases annexed hereto on August 1, 2028. Interest Payment Dates: February 1 and August 1, commencing on February 1, 2019. Record Dates: January 15 and July 15. Additional provisions of this Global Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentGlobal Note.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the Warrant(s“Company”), on [ISSUE DATE] (the “Warrant”) represented by this Certificate to: Nametogether with all rights, Address title and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agentinterest therein. Name of Assignor OXFORD FINANCE LLC By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICEDate: The signature(s) should be guaranteed by an eligible guarantor institution (banksBy its execution below, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form for the benefit of Exercise Notice American Stock Transfer & Trust the Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant Agreement dated as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 2016 between Xxxxxxxx Resources, Inc. AS AMENDED (the THE “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryACT”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedOR THE SECURITIES LAWS OF ANY STATE AND, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. WARRANT AGREEMENT. ByTO PURCHASE STOCK Company: Authorized Signature AddressTransEnterix, Inc., a Delaware corporation Number of Shares: TelephoneAs set forth in Paragraph A below Type/Series of Stock: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Series B-1 Convertible Preferred Stock, $0.001 par value per share Warrant Agent for performance of its services under this Agreement such compensation Price: $0.33 per Share, subject to adjustment as shall be agreed in writing between the Company and the Warrant Agentprovided herein Issue Date: January 17, 2012 Expiration Date: January 16, 2022 See also Section 5.1(b).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Warrant(s) Assignee named below all of the rights of the undersigned represented by this Certificate tothe within Warrant Certificate, with respect to the number of Warrants set forth below: Name, Address and Zip Code Name of Assignee Address No. of Warrants ---------------- ------- --------------- and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint Attorney to make such transfer this Warrant Certificate on the books of International Sports Wagering Inc. maintained for that purpose, with full power of substitution in the premises. Dated:__________, 19__. _____________________________________ ___________________________________ (Insert Social Security or Signature other identifying number of holder) (Signature must conform in all respects to name of holder as specified on the face of the Warrant AgentCertificate.) Signature Guaranteed: Exhibit B [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] No.________ _________ Warrants INTERNATIONAL SPORTS WAGERING INC. Name COMMON STOCK PURCHASE WARRANT CERTIFICATE NOT EXERCISABLE BEFORE 9:30 A.M., NEW YORK CITY TIME, ON [TWO YEARS AFTER EFFECTIVE DATE] 1998, OR AFTER 5:00 P.M. NEW YORK CITY TIME, ON [THE EFFECTIVE DATE], 2001 THIS CERTIFIES that: or registered assigns is the registered holder (the "Registered Holder") of Assignor By: Name: Title: the number of Warrants set forth above, each of which represents the right to purchase one fully paid and nonassessable share of Common Stock, par value $0.001 per share (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), of INTERNATIONAL SPORTS WAGERING INC., a Delaware corporation (the "Company"), at the initial exercise price (the "Exercise Price") of $_____, at any time after the shares of Common Stock issuable upon exercise of the Warrants evidenced hereby have been registered under the Securities Act of 1933, as amended, or such other action as may be required by federal or state law relating to the issuance or distribution of securities shall have been taken, but not before 9:30 A.M., New York City time, on [two years after the effective date], 1998, or such earlier date (i) as Barington Capital Group, L.P. may determine or (ii) 30 days after the Company may determine at any time after one year, provided, that the last sale price of the Units has been at least 200% of the initial Unit offering price for a period of 15 consecutive trading days ending within 15 days of such Company determination or after the Expiration Date hereinafter referred to, by surrendering this Warrant Certificate, with the Form of Election to Purchase set forth hereon duly executed at the office maintained pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice the Warrant Agreement hereinafter referred to for that purpose to American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: or its successor as warrant agent (any such warrant agent being herein called the "Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”Agent"), to exercise Warrants and receive by paying in full the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedExercise Price, the undersigned shall tender payment plus transfer taxes, if any. Payment of the Exercise Price therefore shall be made in United States currency, by certified check or money order payable to the order of the Company. Upon certain events provided for in the Warrant Agreement hereinafter referred to, the Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are required to be adjusted. No Warrant may be exercised after 5:00 P.M., New York City time, on the expiration date (the "Expiration Date") which will be [THE EFFECTIVE DATE], 2001. All Warrants evidenced hereby shall thereafter become void. Prior to the Expiration Date, subject to any applicable laws, rules or regulations restricting transferability and to any restriction on transferability that may appear on this Warrant Certificate in accordance with the terms of the Warrant Agreement hereinafter referred to, the Registered Holder shall be entitled to transfer this Warrant Certificate in whole or in part upon surrender of this Warrant Certificate at the office of the Warrant Agent maintained for that purpose with the Form of Assignment set forth hereon duly executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or a trust company located in the United States, or a member of the National Association of Securities Dealers, Inc., or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934, as amended) acceptable to the Warrant Agent. Upon any such transfer, a new Warrant Certificate or Warrant Certificates representing the same aggregate number of Warrants will be issued in accordance with instructions received from in the Warrant Agentform of assignment. Please check below if this Upon the exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) less than all of the Warrants evidenced by this Warrant AgreementCertificate, there shall be issued to the Registered Holder a new Warrant Certificate in respect of the Warrants not exercised. [ ] This No fractional shares will be issued upon the exercise is being made in connection with of Warrants. As to any final fraction of a registered public offering share which the Registered Holder of one or any other Change of Control; providedmore Warrant Certificates, that the rights under which are exercised in the event that same transaction, would otherwise be entitled to purchase upon such transaction shall not be consummatedexercise, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The the Company shall pay the cash value thereof determined as provided in the Warrant Agent for performance Agreement hereinafter referred to. This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of its services under this Agreement such compensation as shall be agreed in writing ____________, 1996, between the Company and the Warrant Agent (the "Warrant Agreement"), and is subject to the terms and provisions contained in said Warrant Agreement, to all of which terms and provisions the Registered Holder consents by acceptance hereof. This Warrant Certificate shall not entitle the Registered Holder to any of the rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends and other distributions, or to attend or receive any notice of meetings of shareholders or any other proceedings of the Company. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 154,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. (To Be Executed Only Upon Assignment of Warrant Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of assignee must be printed or typewritten) the Warrant(s) represented by this Certificate to: Namewithin Warrant Certificate, Address together with all right, title and Zip Code of Assignee interest therein, and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint _________________________________ attorney, to transfer this said Warrant Certificate on the books of the Warrant Agentwithin-named Company, with full power of substitution in the premises. Name Date:______________ Signature:_________________________ Signature of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICERegistered Holder NOTE: The signature(s) above signature should be guaranteed by an eligible guarantor institution (bankscorrespond exactly with the name on the face of this Warrant Certificate. THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, stockbrokersAS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program)TRANSFERRED, pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE WARRANT AGENTCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. EXERCISABLE ON OR BEFORE THE LATER OF (I) FEBRUARY 13, PRIOR 2000, OR (II) 90 DAYS AFTER THE DATE THAT ALL AMOUNTS DUE AND OWING UNDER THE LOAN (AS HEREINAFTER DEFINED) HAVE BEEN PAID TO CLOSE OF BUSINESS ON XXXXXX COMMERCIAL PAPER INC. AND THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentLOAN HAS BEEN TERMINATED.

FORM OF ASSIGNMENT. (To be signed only upon assignment of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ---------------------------------- ---------------------------------- ---------------------------------- (Name and address of assignee must be printed or typewritten) ___________ shares of Oryx Technology Corp. Common Stock purchasable under the Warrant(s) represented by this Certificate to: Namewithin Warrant, Address hereby irrevocably constituting and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent appointing _______________ Attorney to transfer this said Warrant Certificate on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name Dated: -------------- ------------------------------- (Signature of Assignor By: Name: Title: Registered Owner) THIS WARRANT AND THE SECURITIES PURCHASABLE UPON ITS EXERCISE HAVE BEEN AND WILL BE, AS THE CASE MAY BE, ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "ACT"), pursuant AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH SALE, TRANSFER, OR DISPOSITION. WARRANT TO PURCHASE COMMON STOCK OF ORYX TECHNOLOGY CORP. WARRANT #C -070701__ FOR VALUE RECEIVED, subject to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Companythe terms and conditions herein set forth, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Newport Capital Consultants Inc. ("Holder") is entitled to purchase from Oryx Technology Corp., a Delaware corporation (the “"Company”) and American Stock Transfer & Trust Company"), LLC, as Warrant Agent at any time prior to the Expiration Date (as it may be supplemented or amendeddefined below), at a price per share as set forth in Section 1 hereof (the "Warrant Price"), the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise number of fully paid and non-assessable shares of Common Stock of the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company as set forth in Section 2 hereof (the “Depository”"Shares"), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Warrant(s) represented by this Certificate to: Namewithin Note and all rights thereunder, Address and Zip Code of Assignee hereby irrevocably constitutes and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate on the within Note in the books kept by the Borrower for the registration thereof, with full power of substitution in the Warrant Agentpremises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (bankssignature of this SOCIAL SECURITY NUMBER OR assignment must correspond with FEDERAL IDENTIFICATION NUMBER the name as it appears upon the OF ASSIGNEE within Note in every particular, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15without enlargement or alteration or any change whatever. EXHIBIT B [Form of Exercise Notice American Stock Transfer Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under Uniform Transfers to Minors Act of . (State) Additional abbreviations may also be used though not in the above list. SCHEDULE “I” PRINCIPAL REPAYMENT SCHEDULE (to be provided post closing) Performing Arts Center Authority, Broward County Resolution No. 2019 - x December 5, 2019 RESOLUTION NO. 2019- A RESOLUTION OF THE MEMBERS OF THE PERFORMING ARTS CENTER AUTHORITY, BROWARD COUNTY (THE “AUTHORITY”) MAKING CERTAIN FINDINGS; AUTHORIZING THE ISSUANCE OF THE AUTHORITY’S CAPITAL IMPROVEMENT REVENUE NOTES, SERIES 2019 IN ONE OR MORE SERIES IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,000,000 TO PAY OR REIMBURSE ALL OR A PORTION OF THE COSTS OF THE RENOVATION AND EXPANSION OF THE XXXXXX PLAYHOUSEPLAYHOUSE BY THE AUTHORITY AND TO PAY CERTAIN COSTS OF ISSUANCE OF THE 2019 NOTES; AUTHORIZING THE EXECUTION, DELIVERY AND/OR USE OF A LOAN AGREEMENT, COLLATERAL AGENT AGREEMENT, COMPLIANCE AGREEMENT, ASSIGNMENT AGREEMENTS AND OTHER DOCUMENTS AND THE PERFORMANCE OF OBLIGATIONS THEREUNDER; AUTHORIZING THE NEGOTIATED PRIVATE SALE OF THE 2019 NOTES TO STI INSTITUTIONAL & Trust CompanyGOVERNMENT, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. INC. AND DELEGATING TO THE AUTHORIZED REPRESENTATIVE TO FIX THE FINAL TERMS AND CONDITIONS OF THE 2019 NOTES AND NOTE DOCUMENTS SUBJECT TO CERTAIN PARAMETERS; AUTHORIZING FURTHER ACTS ON BEHALF OF THE AUTHORITY IN CONNECTION WITH THE 2019 NOTES; PROVIDING FOR SEVERABILITY; DECLARING FLORIDA LAW AS THE GOVERNING LAW IN CONNECTION WITH THE ISSUANCE OF THE 2019 NOTES; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the Members (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e"Members") of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; providedPerforming Arts Center Authority, that in Broward County (the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent."Authority"):

FORM OF ASSIGNMENT. FOR VALUE RECEIVED(To be executed upon assignment of Warrant) For value received, the undersigned _____________________________________ hereby sells, assigns and transfers unto _________________ the Warrant(s) represented by this Certificate to: Nameattached Warrant [__% of the attached Warrant], Address together with all right, title and Zip Code of Assignee interest therein, and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint ___________________________ attorney to transfer this said Warrant Certificate [said percentage of said Warrant] on the books of Art Technology Group, Inc., a Delaware corporation, with full power of substitution in the premises. If not all of the attached Warrant Agentis to be so transferred, a new Warrant is to be issued in the name of the undersigned for the balance of said Warrant. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE, 19 ------------ -- ----------------------------------- NOTE: The signature(s) above signature should be guaranteed by an eligible guarantor institution (bankscorrespond exactly with the name on the face of the attached Warrant. Exhibit D Form of Legal Opinion XXXX AND XXXX LLP Counsellors at Law 00 Xxxxx Xxxxxx, stockbrokersXxxxxx, savings Xxxxxxxxxxxxx 00000 000-000-0000 o fax 000-000-0000 August 18, 1998 Tudor Private Equity Fund, L.P. Raptor Global Fund, L.P. Raptor Global Fund, Ltd. Re: Series D Senior Participating Convertible Redeemable Preferred Stock Financing of Art Technology Group, Inc. Ladies and loan associations and credit unions with membership in an approved signature guarantee medallion program), Gentlemen: This opinion is being furnished pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form Section 1.5(e)(9) of Exercise Notice American the Series D Senior Participating Convertible Redeemable Preferred Stock Transfer & Trust CompanyPurchase Agreement, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of August 18, 2016 between Xxxxxxxx Resources, Inc. 1998 (the “Company”) "Purchase Agreement"), by and American Stock Transfer & Trust Companyamong Art Technology Group, LLCInc., as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company a Delaware corporation (the “Depository”"Company"), and each of you. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to exercise Warrants and receive them in the consideration deliverable in exchange therefor pursuant Purchase Agreement. We have acted as counsel to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made Company in connection with a registered public offering or any other Change the preparation, execution and delivery of Control; providedthe Purchase Agreement, that in the event that such transaction shall not be consummatedStockholders Agreement and Registration Rights Agreement, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.transactions contemplated therein, and in connection with the adoption and filing of the Amended and Restated Certificate of Incorporation of the Company. As such counsel, we have examined and are familiar with and have relied upon the following documents:

FORM OF ASSIGNMENT. FOR VALUE RECEIVED[To be executed only upon transfer of Call Warrant] For value received, the undersigned registered holder of the within Call Warrant hereby sells, assigns and transfers unto ________________________ the ___________________ Warrant(s) represented by this Certificate to: Name[Must be whole number] to purchase Term Assets to which such Call Warrant relates, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent Attorney to make such transfer this Warrant Certificate on the books of the Warrant AgentAgent maintained for such purpose, with full power of substitution in the premises. Name of Assignor By: Name: TitleDated: (Sign exactly Signature must conform in all respects to name of holder as your name appears specified on this Certificatethe face of Warrant) NOTICE(Street Address) (City)(State)(Zip Code) Signed in the presence of: The signature(s) should be guaranteed Schedule 1 To the Call Warrant $36,112,000 aggregate principal amount of 8.207% Series B Capital Securities due February 3, 2027 issued by an eligible guarantor institution AFC Capital Trust I. EXHIBIT F FORM OF CLASS B CERTIFICATES THIS CLASS B CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY REGULATORY AUTHORITY OF ANY STATE. THIS CLASS B CERTIFICATE HAS BEEN OFFERED AND SOLD PRIVATELY. AS A RESULT, THE CLASS B CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER. PERSONS ACQUIRING ANY CLASS B CERTIFICATES MUST BE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CLASS B CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CLASS B CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON. UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CERTIFICATE NUMBER R-____ CUSIP: 01975Y AA 2 $36,112,000 Notional Amount CORTS(R) CLASS B CERTIFICATES evidencing an undivided interest in the Trust, as defined below, the assets of which include AFC Capital Trust I 8.207% Series B Capital Securities due February 3, 2027. This Class B Certificate does not represent an interest in or obligation of the Depositor or the Trustee or any of their affiliates. THIS CERTIFIES THAT Cede & Co. is the registered owner of a nonassessable, fully-paid, fractional undivided interest in CorTS(R)Trust For AFC Capital Trust I (the "Trust") formed by Structured Products Corp., as depositor (the "Depositor"). The Trust was created pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & a Base Trust CompanyAgreement, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of December 15, 2016 2000 (as amended and supplemented, the "Agreement"), between Xxxxxxxx Resourcesthe Depositor and U.S. Bank Trust National Association, Inc. a national banking association, not in its individual capacity but solely as Trustee (the “Company”) and American Stock Transfer & Trust Company, LLC"Trustee"), as Warrant Agent supplemented by the CorTS(R) Supplement 2001-19, dated as of April 25, 2001 (as it the "Series Supplement" and, together with the Agreement, the "Trust Agreement"), between the Depositor and the Trustee. This Class B Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee with respect hereto. A copy of the Trust Agreement may be supplemented or amended, obtained from the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented Trustee by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant written request sent to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporate Trust Office. Capitalized terms used but not defined herein have the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that meanings assigned to them in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentTrust Agreement.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Form [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of Exercise Notice American Stock Transfer & Trust Companythis Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian [FORM OF FACE OF 2049 NOTE] [For Global Notes, LLC 0000 00xx Xxxxxx Xxxxxxxxinclude the following legend: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, XX 00000 AttentionAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. [Add the following if the Depositary is DTC: Transfer Department Re: Warrant Agreement dated as of UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]] [FORM OF FACE OF 2049 NOTE] No. [Include for Global Notes: Up to] $ 3.400% Senior Note due 2049 CUSIP No. 655844 XX0 XXXXXXX SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected[include “Cede & Co.” for a Global Note], or registered assigns, the undersigned shall tender payment principal sum of $ [include for a Global Note: adjusted as set forth on the Exercise Price therefore Schedule of Increases or Decreases in accordance with instructions received from Global Note annexed hereto] on November 1, 2049. Interest Payment Dates: May 1 and November 1, commencing on May 1, 2020. Record Dates: April 15 and October 15. Additional provisions of this Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentNote.

FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVEDRECEIVED hereby sells, the undersigned assigns and transfers the Warrant(sunto (Please print name and address of transferee) represented by this Certificate to: NameWarrant Certificate, Address together with all right, title and Zip Code of Assignee interest therein, and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint, Attorney, to transfer this the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:__________, 1997 Signature: ----------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant Agent. Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s----------------------------- (Insert Social Security or Other Identifying Number of Assignee) should be guaranteed by an eligible guarantor institution EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "ACT"), pursuant AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, _______, 2002 No. WW-2 125,000 Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that or registered assigns is the registered holder of 125,000 Warrants to S.E.C. Rule 17Ad-15. EXHIBIT B Form purchase, at any time from _______, 1998 until 5:00 P.M. New York City time on , 2002 ("Expiration Date"), up to 125,000 Redeemable Common Stock Purchase Warrants ("Redeemable Warrants"), of EPI Technologies, Inc., a Delaware corporation (the "Company"), at the exercise price (the "Exercise Notice American Stock Transfer & Trust Price"), of $.11 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: but subject to the conditions set forth herein and in the Warrant Agreement dated as of ________, 2016 1997 between Xxxxxxxx Resourcesthe Company and Duke & Co., Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “"Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No"). held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment Payment of the Exercise Price therefore may be made in accordance with instructions received from cash, or by certified or official bank check in New York Clearing House funds payable to the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering order of the Company, or any Change combination of Control in accordance with Section 3.02(e) cash or check. No Warrant may be exercised after 5:00 P.M., New York City time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement. [ ] This exercise , which Warrant Agreement is being hereby incorporated by reference in and made a part of this instrument and is hereby referred to in connection with a registered public offering or any other Change description of Control; providedthe rights, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance limitation of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.rights,

FORM OF ASSIGNMENT. (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVEDRECEIVED ______________________________________ hereby sells, the undersigned assigns and transfers the Warrant(sunto (Please print name and address of transferee) represented by ______________________________________________________ this Certificate to: NameRight Certificate, Address together with all right, title and Zip Code of Assignee interest therein, and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint ________________________ Attorney, to transfer this Warrant the within Right Certificate on the books of the Warrant Agentwithin-named Company, with full power of substitution. Name of Assignor ByDated: Name____________________ ____________________________________ Signature SIGNATURE GUARANTEED: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should Signatures must be guaranteed by an "eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership institution" as defined in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form 17Ad-15 promulgated under the Securities Exchange Act of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC1934, as Warrant Agent amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as it may be supplemented or amendedsuch terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the “Warrant Agreement”undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ____________________________________ Signature FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) To COMPUTERSHARE TRUST COMPANY: The undersigned hereby irrevocably elects to exercise the right, ___________________________ Rights represented by this Right Certificate to purchase the Global Warrant Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: __________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate Nofor the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: __________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ________________ ____________________________________ Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. held The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ____________________________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. (EXHIBIT C TO RIGHTS PLAN) COMMERCE ENERGY GROUP, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 8, 2004, the Board of Directors of COMMERCE ENERGY GROUP, INC. (the "Company") authorized the issuance of one preferred share purchase right (a "Right") for its benefit through each share of common stock, par value $0.001 per share (the book"Common Shares")of the Company issued on the effective date of the merger of CEC Acquisition Corp., a subsidiary of the Company, with and into Commonwealth Energy Corporation pursuant to the terms of that certain Agreement and Plan of Reorganization dated July 1, 2004 (the "Effective Date"). The Rights will also attach to new Common Shares issued after the Effective Date. Each Right entitles the registered holder to purchase from the Company one one-entry facilities hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company at a price of $20 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The Depository description and terms of the Rights are set forth in a Rights Agreement dated as of July 1, 2004 (the "Rights Agreement"), between the Company and Computershare Trust Company (the “Depository”"Rights Agent"), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 4 To Purchase 28,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns hereby sells, assigns, and transfers all the Warrant(s) represented by this Certificate rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Name, Address and Zip Code Name of Assignee Address No of Shares , and hereby irrevocably constitutes and appoints Name of Agent ___________________________________ as its agent and attorney-in-fact to transfer this said Warrant Certificate on the books of the Warrant Agentwithin-named corporation, with full power of substitution in the premises. Name Dated: ________ __, 200_ In the presence of: ______________________________ Name:______________________________ Signature:___________________________ Title of Assignor BySigning Officer or Agent (if any): ______________________________ Address: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE______________________________ ______________________________ Note: The signature(s) above signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions correspond exactly with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, name on the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment face of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below within Warrant, if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revokedapplicable. THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE NOTICE MUST BE DELIVERED TO OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE WARRANT AGENTSECURITIES ACT OF 1933, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATEAS AMENDED. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT EXCEPT AS OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 19, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE WARRANT AGREEMENTABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance Right to Purchase 68,380 Shares of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.Common Stock, par value $.00005 per share STOCK PURCHASE WARRANT

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyA-4 [FORM OF FACE OF 2048 NOTE] [Global Notes Legend] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, LLC 0000 00xx Xxxxxx XxxxxxxxAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FORM OF FACE OF 2048 NOTE] No. [Up to]**$ 4.150% Senior Note due 2048 CUSIP No. 000000XX0 NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedCede & Co., or registered assigns, the undersigned shall tender payment principal sum of $ adjusted as set forth on the Exercise Price therefore in accordance with instructions received from Schedule of Increases or Decreases annexed hereto on February 28, 2048. Interest Payment Dates: February 28 and August 28, commencing on August 28, 2018. Record Dates: February 14 and August 14. Additional provisions of this Global Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentGlobal Note.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form Schedule A SCHEDULE OF INCREASES OR DECREASES IN 5-YEAR GLOBAL WARRANTS The initial Number of Exercise Notice 5-Year Global Warrants is 899,700. In accordance with the Warrant Agreement dated as of December 15, 2016 among the Company and American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx XxxxxxxxLLC, XX 00000 Attentionas Warrant Agent, the following increases or decreases in the Number of 5-Year Global Warrants have been made: Transfer Department ReDate Amount of increase in Number of 5-Year Global Warrants evidenced by this Global Warrant Amount of decrease in Number of 5-Year Global Warrants evidenced by this Global Warrant Number of 5-Year Global Warrants evidenced by this Global Warrant following such decrease or increase Signature of authorized signatory EXHIBIT B-2 FORM OF 5-YEAR INDIVIDUAL WARRANT CERTIFICATE [FACE] No. [●] CUSIP NO. 49309J 129 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS TERMS, PROVISIONS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION OR OTHER DISPOSITION (EACH, A “TRANSFER”) OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 15, 2016 (THE “WARRANT AGREEMENT”), BETWEEN THE COMPANY AND THE WARRANT AGENT NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER OF THIS CERTIFICATE. Key Energy Services, Inc. December 15, 2016 NUMBER OF WARRANTS: Initially, [●] Warrants, subject to adjustment as described in the Warrant Agreement dated as of December 15, 2016 between Xxxxxxxx ResourcesKey Energy Services, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $54.40 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED(To be signed only on transfer of warrant) For value received, the undersigned assigns hereby sells, assigns, and transfers unto ...................... the Warrant(s) right represented by this Certificate to: Namethe within Warrant to purchase shares of Common Stock of LeCroy Corporation to which the within Warrant relates, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent ____________________ Attorney to transfer this Warrant Certificate such right on the books of LeCroy Corporation with full power of substitution in the Warrant Agentpremises. Name Xxxxx: ________________________________________ (Signature must conform to name of Assignor Byholder as specified on the face of the Warrant) _________________________________________ (Address) Signed in the presence of: Name: Title: ______________________________ EXHIBIT 2.2 COMMON STOCK PURCHASE WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. No. W-4 Right to Purchase 25,000 Shares of Common Stock of LeCroy Corporation LECROY CORPORATIOX Common Stock Purchase Waxxxxx LeCroy Corporation, a Delaware corporation (the "Company"), hereby cexxxxxxs that, for value received, Oakstone Ventures Limited Partnership, or registered permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 P.M., Boston time, on June 30, 2006 fully paid and nonassessable shares of common stock, par value $.01 per share, of the Company ("Common Stock"), at a exercise price per share of $20.00 (such exercise price per share as adjusted from time to time as herein provided is referred to herein as the "Exercise Price"). The number and character of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein. This Warrant is one of a series of Common Stock Purchase Warrants (the "Warrants") evidencing the right to purchase shares of Common Stock of the Company, issued pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Companya certain Securities Purchase Agreement (the "Agreement"), LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of June 30, 2016 between Xxxxxxxx Resources1999, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Purchasers (as defined therein), a copy of which is on file at the principal office of the Company. The holder of this Warrant Agent.shall be entitled to all of the benefits of the Agreement, as provided therein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 20,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 110,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns hereby sells, assigns, and transfers all the Warrant(s) represented by this Certificate rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Name, Address and Zip Code Name of Assignee Address No. of Shares , and hereby irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer this said Warrant Certificate on the books of the Warrant Agentwithin-named corporation, with full power of substitution in the premises. Name of Assignor ByDated: , 200 In the presence of: ______________________________________ Name: TitleSignature: Title of Signing Officer or Agent (Sign exactly as your name appears on this Certificate) NOTICEif any): Address: Note: The signature(sabove signature should correspond exactly with the name on the face of the within Warrant, if applicable EXHIBIT D THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. LITHIUM TECHNOLOGY CORPORATION This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) should be guaranteed by an eligible guarantor institution (banksand among LITHIUM TECHNOLOGY CORPORATION, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. a Delaware corporation (the “Company”) ), and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryInvestor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment 150% of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) conversion price of the Warrant Agreement. [ ] This exercise is being made Series B Preferred Stock then in connection with a registered public offering or effect upon conversion of any other Change shares of Control; provided, that in Series B Preferred Stock by the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit Investor (the “Series B EXHIBIT C Fee Schedule The Company shall pay Preferred Stock Conversion”) from time to time (the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent“Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT XXXXXXX X-0 FORM OF SERIES B Form of Exercise Notice American Stock Transfer GLOBAL WARRANT CERTIFICATE No. CUSIP NO. 81809A 126 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SEVENTY SEVEN ENERGY INC. (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Trust CompanyCO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), LLC 0000 00xx Xxxxxx XxxxxxxxANY TRANSFER, XX 00000 AttentionPLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES. Seventy Seven Energy Inc. August 1, 2016 NUMBER OF WARRANTS: Transfer Department Re: Initially, Warrants, subject to adjustment as described in the Warrant Agreement dated as of August 1, 2016 between Xxxxxxxx ResourcesSeventy Seven Energy Inc. and Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Inc. (the “CompanyComputershare”) ), a Delaware corporation, and American Stock Transfer & its wholly owned subsidiary, Computershare Trust Company, LLCN.A., a federally chartered trust company, collectively, with Computershare, as the Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $69.08 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, (“Executive”) does hereby sell, assign and transfer unto , a , (a) ___ shares of Common Stock of The Hxxxxxx Companies, Inc., a Delaware corporation (the undersigned assigns and transfers “Company”), standing in the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate undersigned’s name on the books of the Warrant AgentCompany, represented by Certificate Nos. Name ___ herewith, (b) ___ shares of Assignor By: Name: Title: Preferred Stock of the Company, standing in the undersigned’s name on the books of the Company, represented by Certificate Nos. ___ herewith, , and (Sign exactly as your name appears on this Certificatec) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution ___ shares of Class A Preferred Stock, par value $0.01 per share, of Hxxxxxx Investment Company, a Delaware corporation (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program“Invesco”), pursuant to, and limited to S.E.C. Rule 17Ad-15the terms of, Section 1(g) of the Executive Securities Agreement dated ___ ___, 2006 between Executive, the Company and Invesco, and for such purpose only does hereby irrevocably constitute and appoint each principal of Code Hxxxxxxx & Sxxxxxx IV LP (acting alone or with one or more other such principals) as attorney to transfer said shares of stock on the books of the Company or Invesco, as applicable, with full power of substitution in the premises. Dated: ___ ___, 2006 Jxxxx X. Xxxxxxxxx EXHIBIT B Form SPOUSAL CONSENT The undersigned spouse of Exercise Notice American Stock Transfer & Trust CompanyExecutive hereby acknowledges that I have read the foregoing Executive Securities Agreement and the Stockholders Agreements and Registration Agreement referred to therein, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement each executed by Executive and dated as of the date hereof, 2016 between Xxxxxxxx Resourcesand that I understand their contents. I am aware that the foregoing Executive Securities Agreement, Inc. Stockholders Agreements and Registration Agreement provide for the repurchase of my spouse’s securities and certain options to acquire securities under certain circumstances and/or impose other restrictions on such securities and certain options to acquire securities (the “Company”) and American Stock Transfer & Trust Companyincluding, LLC, as Warrant Agent (as it may be supplemented or amendedwithout limitation, the “Warrant Agreement”) The undersigned hereby transfer restriction thereof). I agree that my spouse’s interest in these securities and certain options to acquire securities is subject to these restrictions and any interest that I may have in such securities and certain options to acquire securities shall be irrevocably elects to exercise the right, represented bound by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants these agreements and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; providedfurther, that in the event that such transaction shall not be consummatedmy community property interest, then this exercise if any, shall be deemed revokedsimilarly bound by these agreements. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENTSpouse’s Signature: Date: July 31, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By2006 Witness’ Signature: Authorized Signature AddressDate: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.July 31, 2006

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. [Signature page follows] Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer A-6 FORM OF 2020 GLOBAL WARRANT CERTIFICATE Xx. 0 XXXXX XX. 00000X 121 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SWIFT ENERGY COMPANY (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Trust CompanyCO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), LLC 0000 00xx Xxxxxx XxxxxxxxANY TRANSFER, XX 00000 AttentionPLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE XXXXXXXX. B-1 Swift Energy Company April [ ], 2016 NUMBER OF XXXXXXXX: Transfer Department Re: Initially, 2,142,857 Warrants, subject to adjustment as described in the Warrant Agreement dated as of April 22, 2016 between Xxxxxxxx Resources, Inc. (the “Company”) Swift Energy Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $86.18 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE FORM OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.SETTLEMENT:

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. [Signature page follows] Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT FORM OF SERIES B Form WARRANT No. 1 CUSIP NO. [ ] [Global Certificate Legend: [UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SAEXPLORATION HOLDINGS, INC. (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES.] TRANSFERS OF THIS WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY OR THE WARRANT AGENT SO REQUESTS), IN RELIANCE WITH RULE 144A OR REGULATION S, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. SAExploration Holdings, Inc. July 27, 2016 NUMBER OF WARRANTS: Initially, 154,108 Warrants, subject to adjustment as described in the Warrant Agreement dated as of Exercise Notice American July 27, 2016 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $12.88 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer XXXXXXX X-0 FORM OF SERIES C GLOBAL WARRANT CERTIFICATE No. CUSIP NO. 81809A 134 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SEVENTY SEVEN ENERGY INC. (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Trust CompanyCO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), LLC 0000 00xx Xxxxxx XxxxxxxxANY TRANSFER, XX 00000 AttentionPLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES. Seventy Seven Energy Inc. August 1, 2016 NUMBER OF WARRANTS: Transfer Department Re: Initially, Warrants, subject to adjustment as described in the Warrant Agreement dated as of August 1, 2016 between Xxxxxxxx Resources, Seventy Seven Energy Inc. and Computershare Inc. (the “CompanyComputershare”) ), a Delaware corporation, and American Stock Transfer & its wholly owned subsidiary, Computershare Trust Company, LLCN.A., a federally chartered trust company, collectively, with Computershare, as the Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $86.93 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. ABBREVIATIONS Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned assigns hereby sell(s), assign(s) and transfers transfer(s) unto Please insert Social Security or other identifying number of assignee PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE the Warrant(s) represented by this Certificate to: Namewithin Security and all rights thereunder, Address hereby irrevocably constituting and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent appointing attorney to transfer this Warrant Certificate said Security on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name Dated: Notice: This signature to the assignment must correspond with the name as written on the face of Assignor Bythe within instrument in every particular, without alteration or enlargement, or any change whatever. SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT OF SECURITIES The original principal amount of this Security is [—] U.S. Dollars ($[—]). The following increases or decreases in the principal amount of this Security have been made: Name: Title: Date of increase or decrease Amount of decrease in principal amount of this Security Amount of increase in principal amount of this Security Principal amount of this Security following such decrease or increase Signature of authorized signatory of Trustee or Depositary Exhibit C MARATHON PETROLEUM CORPORATION 5.000% Senior Notes due 2054 No. $[—] CUSIP No. 00000XXX0 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED. AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program“DTC”), pursuant to S.E.C. Rule 17Ad-15TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. EXHIBIT B Form OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as the State of , 2016 between Xxxxxxxx Resources, Inc. Delaware (herein called the “Company”,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [—] [Insert if Global Security: CEDE & CO.], or registered assigns, the principal sum of [—] Dollars ($[—]),or such greater or lesser amount as indicated on the Schedule of Exchanges of Securities attached hereto, on September 15, 2054, and to pay interest thereon from September 5, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year commencing March 15, 2015, at the rate of 5.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange all as more fully provided in said Indenture. If an Interest Payment Date, a Stated Maturity or a Redemption Date with respect to this Security falls on a day that is not a Business Day, the payment will be made on the next Business Day and no interest will accrue for the period from and after such Interest Payment Date, Stated Maturity or Redemption Date. Payment of the principal of (and premium, if any) and American Stock Transfer & Trust Companyinterest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, LLCNew York, in such coin or currency of the United States of America as Warrant Agent (as it may be supplemented or amended, at the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held time of payment is legal tender for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Controland private debts; provided, however, that (1) payments on any Global Security shall be made by electronic (same-day) funds transfer to the Depositary and (2) at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the event Security Register or by electronic funds transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such transaction Person shall have given the Trustee written instructions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be consummated, then this exercise shall entitled to any benefit under the Indenture or be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent valid or obligatory for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agentany purpose.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED(To be signed only on transfer of Warrant) For value received, the undersigned assigns hereby sells, assigns, and transfers unto __________________ the Warrant(s) right represented by this Certificate to: Namethe within Warrant to purchase ______ shares of Series C Common Stock of Fountain View, Address Inc. to which the within Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as _________________ its agent attorney to transfer this Warrant Certificate such right on the books of Fountain View, Inc. with full power of substitution in the premises. The undersigned represents and warrants that this transfer is permitted by the restrictions contained in the Warrant, and acknowledges that Fountain View, Inc. is entitled to require compliance with those restrictions as a condition to recognition of this transfer. This Warrant Agentis and remains subject to the restrictions set forth in the Stockholders Agreement referenced in the Warrant. Name Dated: __________, ____ _____________________________ (Signature must conform in all respects to name of Assignor By: Name: Title: holder specified on the face of the Warrant) THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banksCOLLECTIVELY, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "SECURITIES LAWS"), pursuant AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS (1) REGISTERED UNDER THE SECURITIES LAWS OR (2) EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER OBLIGATIONS CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 27, 1998 AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED WITHOUT COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE SECRETARY. No. C-2 Warrant to S.E.C. Rule 17Ad-15Purchase 34,257 Shares of Series C Common Stock FOUNTAIN VIEW, INC. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyWarrant ------- Void after April 16, LLC 0000 00xx Xxxxxx Xxxxxxxx2008 Fountain View, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of Inc., 2016 between Xxxxxxxx Resources, Inc. a Delaware corporation (the “"Company”) and American Stock Transfer & Trust Company"), LLChereby ------- certifies that, as Warrant Agent (as it may be supplemented for value received, Baylor Health Care System or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company permitted assigns (the “Depository”"Holder"), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant is entitled, subject to the following settlement method terms set forth below, to ------ purchase from the Company at any time on or after April 16, 1998, but in any event not later than 5:00 p.m., Eastern time, on April 16, 2008 (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedthe "Expiration ---------- Date"), the undersigned shall tender payment up to 34,257 fully paid and nonassessable shares of the Exercise Price therefore Company's Series ---- C Common Stock at the purchase price (the "Warrant Price") of $.01 per share and ------------- otherwise in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agentterms hereof.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 28,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyA-3 [FORM OF FACE OF 2118 NOTE] [Global Notes Legend] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, LLC 0000 00xx Xxxxxx XxxxxxxxAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FORM OF FACE OF 2118 NOTE] No. [Up to]**$ 5.100% Senior Note due 2118 CUSIP No. 000000XX0 NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedCede & Co., or registered assigns, the undersigned shall tender payment principal sum of $ adjusted as set forth on the Exercise Price therefore in accordance with instructions received from Schedule of Increases or Decreases annexed hereto on August 1, 2118. Interest Payment Dates: February 1 and August 1, commencing on August 1, 2019. Record Dates: January 15 and July 15. Additional provisions of this Global Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentGlobal Note.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of November 6, 2016 2015 between Xxxxxxxx ResourcesHercules Offshore, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns and transfers unto __________________________________ the Warrant(s) right represented by this Certificate to: Namethe enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Address Inc. to which the enclosed Warrant relates, and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent _____________________ Attorney to transfer this Warrant Certificate such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant AgentAgreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Name Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of Assignor Byholder as specified on the face of the enclosed Warrant) -------------------------------------- (Address) Signed in the presence of: Name: Title------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (Sign exactly as your name appears on A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 166,666 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programthe "Common Stock"), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx ResourcesEagle Telecom International, Inc. (the “Company”"Corporation") and American Stock Transfer & Trust Companyfrom the Corporation at the purchase price per share hereafter set forth, LLC, as on delivery of this Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, Corporation with the undersigned shall tender exercise form duly executed and payment of the Exercise Price therefore purchase price (in accordance with instructions received from cash or by certified or bank cashier's check payable to the order of the Corporation) for each share purchased. This Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) subject to the terms of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and parties thereto dated as of November 25, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant AgentAgreement for a further statement of the rights of the holder of this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the Warrant(srights, title and interest of the undersigned under the attached Warrant (Certificate No. W- ), with respect to the number of Warrants of Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 1295805, covered thereby set forth below, unto the assignee set forth below (the “Assignee”) represented with respect to the number of Warrants set forth below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this such Warrant Certificate not being assigned hereby) and does irrevocably constitute and appoint [ ], the undersigned’s attorney, to make such transfer on the books of the Warrant AgentCompany maintained for the purpose, with full power of substitution in the premises: Names of Assignee Address No. Name of Assignor Warrants [NAME OF XXXXXX] By: Name: Title: Signature Guaranteed By:8 The Assignee confirms hereby having been duly informed of the rights, limitations of rights, obligations, duties and immunities under the Warrant Agreement of the Company, the Warrant Agent and the Warrantholders. By countersigning the present form, the Assignee declares that (Sign exactly s)he/it consents to any and all of the terms and conditions as your name appears stated in the Warrant Agreement, on this Certificate) NOTICE: which (s)he/it will rely as if the undersigned was a party thereto. 8 The signature(s) should holder’s signature must be guaranteed accompanied by a signature guarantee from an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership participating in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 of the Exchange Act. EXHIBIT [NAME OF ASSIGNEE] By: Name: Title: Exhibit B Form of Exercise Notice American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE (To be executed upon exercise of Warrants) NOTE: THIS NOTICE OF EXERCISE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH FEBRUARY 4, 2028, OR SUCH EARLIER TIME AS PROVIDED IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay undersigned Warrantholder, being the holder of Warrants of Noble Corporation plc, a public limited company formed under the laws of England and Wales with registered number 1295805 (the “Company”), issued pursuant to that certain Tranche 2 Warrant Agent for performance of its services under this Agreement such compensation Agreement, as shall be agreed in writing dated September 30, 2022 (the “Warrant Agreement”), by and between the Company and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (the “Warrant Agent”), hereby irrevocably (i) elects to exercise the number of Warrants indicated below, to acquire the number of Ordinary Shares indicated below, and (ii) if, and only if, the undersigned Warrantholder is a BOL Warrantholder, unless the Company has previously granted the undersigned Warrantholder a written waiver of the application of the limitations in Section 3.8(b) of the Warrant AgentAgreement that remains in effect, represents and warrants to the Warrant Agent and the Company that either (x) the undersigned has waived the application of the limitations in Section 3.8(b) of the Warrant Agreement pursuant to Section 3.8(b)(i) of the Warrant Agreement, and such waiver has become effective in accordance with the terms of the Warrant Agreement, or (y) such exercise of the number of Warrants indicated below is not in excess of the limitation contained in Section 3.8(b) of the Warrant Agreement. All capitalized terms used in this Exercise Notice that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to them in the Warrant Agreement.

FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVEDRECEIVED hereby sells, the undersigned assigns and transfers the Warrant(sunto (Please print name and address of transferee) represented by this Certificate to: NameWarrant Certificate, Address together with all right, title and Zip Code of Assignee interest therein, and does hereby irrevocably appoints Name of Agent as its agent constitute and appoint, Attorney, to transfer this the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:__________ Signature:________________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Agent. Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s_______________________________________________ (Insert Social Security or Other Identifying Number of Assignee) should be guaranteed by an eligible guarantor institution EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion programTHE "ACT"), pursuant AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, _______, 2003 No. WW-2 150,000 Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that _________ or registered assigns is the registered holder of 150,000 Warrants to S.E.C. Rule 17Ad-15. EXHIBIT B Form purchase, at any time from _______, 1999 until 5:00 P.M. New York City time on , 2003 ("Expiration Date"), up to 150,000 Redeemable Common Stock Purchase Warrants ("Redeemable Warrants"), of Connecticut Valley Sports, Inc., a Delaware corporation (the "Company"), at the exercise price (the "Exercise Notice American Stock Transfer & Trust Price"), of $.11 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: but subject to the conditions set forth herein and in the Warrant Agreement dated as of ________, 2016 1998 between Xxxxxxxx Resources, Inc. the Company and Briarwood Investment Counsel (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “"Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No"). held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment Payment of the Exercise Price therefore may be made in accordance with instructions received from cash, or by certified or official bank check in New York Clearing House funds payable to the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering order of the Company, or any Change combination of Control in accordance with Section 3.02(e) of cash or check. No Warrant may be exercised after 5:00 P.M., New York City time, on the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; providedExpiration Date, that in the event that such transaction at which time all Warrants evidenced hereby, unless exercised prior thereto, shall not thereafter be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agentvoid.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyA-2 [FORM OF FACE OF 2028 NOTE] [Global Notes Legend] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, LLC 0000 00xx Xxxxxx XxxxxxxxAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FORM OF FACE OF 2028 NOTE] No. [Up to]**$ 3.800% Senior Note due 2028 CUSIP No. 000000XX0 NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedCede & Co., or registered assigns, the undersigned shall tender payment principal sum of $ adjusted as set forth on the Exercise Price therefore in accordance with instructions received from Schedule of Increases or Decreases annexed hereto on August 1, 2028. Interest Payment Dates: February 1 and August 1, commencing on August 1, 2019. Record Dates: January 15 and July 15. Additional provisions of this Global Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentGlobal Note.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the Warrant(s“Company”), on [ISSUE DATE] (the “Warrant”) represented by this Certificate to: Nametogether with all rights, Address title and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agentinterest therein. Name of Assignor OXFORD FINANCE LLC By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICEDate: The signature(s) should be guaranteed by an eligible guarantor institution (banksBy its execution below, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form for the benefit of Exercise Notice American Stock Transfer & Trust the Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Transfer Department Re: [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant Agreement dated as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 2016 between Xxxxxxxx Resources, Inc. AS AMENDED (the THE “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryACT”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedOR THE SECURITIES LAWS OF ANY STATE AND, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. WARRANT AGREEMENT. ByTO PURCHASE STOCK Company: Authorized Signature AddressTransEnterix, Inc., a Delaware corporation Number of Shares: Telephone242,424, subject to adjustment as provided herein Type/Series of Stock: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Series B-1 Convertible Preferred Stock, $0.001 par value per share Warrant Agent for performance of its services under this Agreement such compensation Price: $0.33 per Share, subject to adjustment as shall be agreed in writing between the Company and the Warrant Agentprovided herein Issue Date: January 17, 2012 Expiration Date: January 16, 2022 See also Section 5.1(b).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the undersigned assigns within Note, and transfers the Warrant(s) represented by this Certificate to: Name, Address hereby irrevocably constitutes and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent attorney to transfer this Warrant Certificate the said Note on the books of the Warrant AgentCompany, with full power of substitution in the premises. Name of Assignor ByDated: Name: Title: (Sign exactly as your name appears on this CertificateSignature(s) NOTICE: The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions Eligible Guarantor Institution with membership in an approved signature guarantee medallion program), program pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Exercise Notice American Stock Transfer & Trust CompanyA-3 [FORM OF FACE OF INITIAL 2118 NOTE] [Global Notes Legend] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, LLC 0000 00xx Xxxxxx XxxxxxxxAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, XX 00000 Attention: Transfer Department Re: Warrant Agreement dated as of , 2016 between Xxxxxxxx Resources, Inc. A NEW YORK CORPORATION (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “DepositoryDTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FORM OF FACE OF INITIAL 2118 NOTE] No. [Up to]**$ 5.100% Senior Note due 2118 CUSIP No. 000000XX0 NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant pay to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedCede & Co., or registered assigns, the undersigned shall tender payment principal sum of $ adjusted as set forth on the Exercise Price therefore in accordance with instructions received from Schedule of Increases or Decreases annexed hereto on August 1, 2118. Interest Payment Dates: February 1 and August 1, commencing on February 1, 2019. Record Dates: January 15 and July 15. Additional provisions of this Global Note are set forth on the Warrant Agent. Please check below if other side of this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant AgentGlobal Note.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, For value received the undersigned assigns do(es) hereby sell, assign and transfers transfer unto (Taxpayer Identification Number: ) the Warrant(swithin-mentioned Registered Bond and hereby irrevocably constitute(s) represented by this Certificate to: Nameand appoint(s) attorney, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate the same on the books of the Warrant AgentTrustee with full power of substitution in the premises. Name of Assignor ByDated: NamePLEASE INSERT SOCIAL SECURITY NUMBER, TAXPAYER IDENTIFICATION NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE SIGNATURE GUARANTEED BY: Title: (Sign exactly as your name appears on this Certificate) NOTICEBy Note: The signature(s) should to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. NOTICE: Signature must be guaranteed by an eligible guarantor institution guarantor. OHSUSA:766237564.6 B-20-7 $ No. CITY OF SAN XXXX AIRPORT REVENUE REFUNDING BOND, SERIES 2017B (banksNon-AMT){ TC "APPENDIX B-21 CITY OF SAN XXXX AIRPORT REVENUE REFUNDING BOND, stockbrokersSERIES 2017B (NON-AMT" \L "1" \U} INTEREST RATE MATURITY DATE DATED AS OF CUSIP NUMBER % March 1, savings 20 April , 2017 [798136] Registered Owner: Principal Sum: Dollars THE CITY OF SAN XXXX, a chartered city and loan associations municipal corporation organized and credit unions with membership in an approved signature guarantee medallion programexisting under the Constitution and laws of the State of California (herein called the “City”), pursuant for value received, hereby promises to S.E.C. Rule 17Ad-15pay (but only out of the General Airport Revenues hereinafter referred to) to the registered Owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for), the principal sum set forth above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date), until payment of such principal sum, at the interest rate per annum stated above, payable on September 1, 2017, and on March 1 and September 1 in each year thereafter. EXHIBIT B Form The principal (or redemption price) hereof is payable to the registered Owner hereof upon the surrender hereof at the corporate trust office of Exercise Notice American Stock Transfer & The Bank of New York Mellon Trust Company, LLC 0000 00xx Xxxxxx XxxxxxxxN.A., XX 00000 Attention: Transfer Department Re: Warrant Agreement as trustee of the City (herein called the “Trustee”), in San Francisco, California or such other place as the Trustee shall determine. The interest hereon is payable to the person whose name appears on the bond registration books of the Trustee as the registered Owner hereof as of the close of business on the 15th day of the month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check mailed by first class mail on such payment date to such registered Owner at the Owner’s address as it appears on such registration books (except that in the case of a registered Owner of one million dollars ($1,000,000) or more in principal amount, such payment may, at such registered Owner’s written request, be made by wire transfer of immediately available funds to the bank account number for such Owner on file with the Trustee prior to the 15th day of the month preceding such interest payment date). The Bonds shall be issued as Book-Entry Bonds, registered in the name of Cede & Co. or its registered assigns, and payment shall be made by wire transfer of immediately available funds. Interest on this Bond shall be calculated on the basis of a 360-day year comprising twelve 30-day months. OHSUSA:766237564.6 B-21-1 This Bond is one of a duly authorized issue of revenue bonds of the City designated as the “City of San Xxxx Airport Revenue Refunding Bonds, Series 2017B (Non- AMT)” (herein called the “Bonds”), in the aggregate principal amount of $[2017B PAR], and consists or may consist of Bonds of varying denominations, dates, maturities, interest rates and other provisions, all under and pursuant to the provisions of Sections 200 and 1220 of the City Charter and the City of San Xxxx Airport Revenue Bond Law, Chapter 4.38 of the San Xxxx Municipal Code (herein collectively called the “Law”), and pursuant to the Master Trust Agreement, dated as of July 1, 2016 between Xxxxxxxx Resources, Inc. 2001 (the “CompanyMaster Trust Agreement”) between the City and American Stock Transfer & Trust Company, LLCthe Trustee, as Warrant Agent supplemented by a Eleventh Supplemental Trust Agreement, dated as of April 1, 2017, between the City and the Trustee (as it may be supplemented or amendedthe “Eleventh Supplemental Trust Agreement” and, together with the Master Trust Agreement, the “Warrant Master Trust Agreement”) The undersigned authorizing the issuance of the Bonds. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Master Trust Agreement. Reference is hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to exercise Warrants and receive the consideration deliverable in exchange therefor pursuant made to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is electedMaster Trust Agreement and to the Law for a description of the terms on which the Bonds are issued, the undersigned provisions with regard to the nature and extent of the General Airport Revenues, as that term is defined in the Master Trust Agreement, the rights thereunder of the Owners of the Bonds, the rights, duties and immunities of the Trustee, and the rights and obligations of the City thereunder. All the terms of the Master Trust Agreement and the Law are hereby incorporated herein and constitute a contract between the City and the Owners of the Bonds. By acceptance of this Xxxx, the Owner of this Bond consents and agrees to all the provisions the Bonds, the Master Trust Agreement and the Law. Each Owner hereof shall tender have recourse to all of the provisions of the Law and the Master Trust Agreement and shall be bound by all of the terms and conditions thereof. The Bonds are issued to refinance a portion of the costs of designing and constructing certain improvements to the Enterprise (as defined in the Master Trust Agreement). The Bonds are special obligations of the City and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from General Airport Revenues (which are more particularly defined in the Master Trust Agreement). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the General Airport Revenues, and the General Airport Revenues constitute a trust fund for the security and payment of the Exercise Price therefore interest on and principal of the Bonds; but nevertheless out of General Airport Revenues certain amounts may be applied for other purposes as provided in accordance with instructions received the Master Trust Agreement. Additional series of Bonds payable from the Warrant AgentGeneral Airport Revenues have been issued and may be issued if the future on a parity with the Bonds of this series, but only subject to the conditions and limitations contained in the Master Trust Agreement. Please check below if this exercise is contingent upon a registered public offering or THE PRINCIPAL OF AND INTEREST ON THIS BOND ARE PAYABLE SOLELY FROM GENERAL AIRPORT REVENUES, AND THE CITY IS NOT OBLIGATED TO PAY THEM EXCEPT FROM GENERAL AIRPORT REVENUES. THE GENERAL FUND OF THE CITY IS NOT LIABLE, AND THE CREDIT OR TAXING POWER OF THE CITY IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS OR THEIR INTEREST. THE BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE CITY OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT OHSUSA:766237564.6 B-21-2 GENERAL AIRPORT REVENUES. THE OWNER HEREOF HAS NO RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY. The City will, at all times while any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made Bonds remain outstanding, manage its operations and establish, fix, prescribe and collect rentals, rates, fees and charges in connection with a registered public offering or any other Change of Control; provided, the services and facilities furnished by the Enterprise in each Fiscal Year so that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.sum of

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to: Name, Address and Zip Code of Assignee and irrevocably appoints Name of Agent as its agent to transfer this Warrant Certificate on the books of the Warrant Agent. Date: [ ] Name of Assignor By: Name: Title: (Sign exactly as your name appears on this Certificate) NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT B Form Schedule A SCHEDULE OF INCREASES OR DECREASES IN 4-YEAR GLOBAL WARRANTS The initial Number of Exercise Notice 4-Year Global Warrants is 899,700. In accordance with the Warrant Agreement dated as of December 15, 2016 among the Company and American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx XxxxxxxxLLC, XX 00000 Attentionas Warrant Agent, the following increases or decreases in the Number of 4-Year Global Warrants have been made: Transfer Department ReDate Amount of increase in Number of 4-Year Global Warrants evidenced by this Global Warrant Amount of decrease in Number of 4-Year Global Warrants evidenced by this Global Warrant Number of 4-Year Global Warrants evidenced by this Global Warrant following such decrease or increase Signature of authorized signatory EXHIBIT A-2 FORM OF 4-YEAR INDIVIDUAL WARRANT CERTIFICATE [FACE] No. [●] CUSIP NO. 49309J 111 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS TERMS, PROVISIONS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION OR OTHER DISPOSITION (EACH, A “TRANSFER”) OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 15, 2016 (THE “WARRANT AGREEMENT”), BETWEEN THE COMPANY AND THE WARRANT AGENT NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER OF THIS CERTIFICATE. Key Energy Services, Inc. December 15, 2016 NUMBER OF WARRANTS: Initially, [●] Warrants, subject to adjustment as described in the Warrant Agreement dated as of December 15, 2016 between Xxxxxxxx ResourcesKey Energy Services, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as it may be supplemented or amended, the “Warrant Agreement”) The undersigned hereby irrevocably elects to exercise the right, represented by the Global Warrant Certificate No. held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $43.52 per Warrant, subject to exercise Warrants and receive the consideration deliverable adjustment as described in exchange therefor pursuant to the following settlement method (check one): Full Physical Settlement Net Sale Settlement If Full Physical Settlement is elected, the undersigned shall tender payment of the Exercise Price therefore in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a registered public offering or any Change of Control in accordance with Section 3.02(e) of the Warrant Agreement. [ ] This exercise is being made in connection with a registered public offering or any other Change of Control; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT. By: Authorized Signature Address: Telephone: Exhibit B EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.