Common use of Form of Warrant Clause in Contracts

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants shall be issued in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements or transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Global Warrant CertificatesWarrants, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants shall (a) Each Warrant may be issued in the form of one or more global certificates represented (the “Global i) by definitive Warrant Certificates”) Certificates in substantially the form of Exhibit A-1 attached hereto with as Exhibit A, the form provisions of assignment to be printed on the reverse thereofwhich are incorporated herein, in substantially the form set forth in Exhibit B attached hereto, and/or or (ii) directly on the book-entry records of the Warrant Agent (“Book-Entry Warrants”), which Book-Entry Warrants shall be subject to the terms and conditions of this Agreement. Each Warrant shall be dated the date of issuance thereof (whether upon initial issuance, register of transfer, exchange or replacement). (b) The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. The Company and the Warrant Agent may deem and treat the registered Holder of each Warrant as the absolute owner of the Warrants represented thereby for the purpose of any exercise thereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. (c) The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto properly completed and duly signed (or, in the case of a Book-Entry Warrant, only upon delivery of the Form of Assignment), to the Warrant Agent at its address specified herein. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of Direct Registration Warrants reflected on statements the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder (or, in the case of a Book-Entry Warrant, a notation shall be made to the records maintained by the Warrant Agent from time for such transfer); provided, however, that the Warrant Agent shall not be required to time effect any registration of transfer or exchange which shall result in the issuance of Warrants for the purchase of a fraction of shares of Common Stock. The delivery of a New Warrant Certificate by the Warrant Agent to the holders transferee thereof reflecting shall be deemed to constitute acceptance by such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number transferee of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures all of the Depository rights and the Warrant Agentobligations of a holder of a Warrant. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear A party requesting such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks transfer must provide any evidence of identification and such legends or endorsements placed thereon as authority that may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this AgreementSecurities Transfer Association.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B B-1 attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the The Warrants shall be issued in the form of (i) one or more global warrant certificates (the “Global Warrant Certificates”) substantially in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants Warrants”) reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-book entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements or transfer restrictions under applicable securities laws may be exchanged at any time for a beneficial interest in a Global Warrant Certificate representing a corresponding number of Global Warrant CertificatesWarrants, in accordance with Section 4(d) 5.4 hereof and the applicable procedures of The Depository Trust Company or any successor thereof (the Depository “Depository”) and the Warrant Agent. Such Warrant Statements The Company shall include as an attachment thereto cause to be issued to the Depository or any successor thereof (the “Depository”) one or more Global Warrant Summary” as set forth in Exhibit C heretoCertificates evidencing Warrants that are not Direct Registration Warrants. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The the Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, The Common Warrants and the Pre-Funded Warrants shall be issued in the form of one or more registered securities and shall be initially evidenced by a global certificates Warrant certificate (the “Global Warrant CertificatesCertificate”) in substantially the form forms of Exhibit A-1 attached hereto with the form of assignment and Exhibit A-2, respectively, to this Warrant Agreement, which shall be printed deposited on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures behalf of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply Company with the rules and regulations of a custodian for The Depository Trust Company or any successor thereof (the “DepositoryDTC”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Pre-Funded Warrants and the Common Warrants, the Company may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Pre-Funded Warrants or any successor thereofthe Common Warrants are not eligible for, or it is no longer necessary to have the Pre-Funded Warrants or the Common Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the applicable Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing, as applicable, the Depository’s nominee. Each Common Warrants and the Pre-Funded Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificate shall represent such number Certificates”), in the forms of the outstanding Warrants as specified thereinExhibit B-1, and each shall provide that it shall represent Exhibit B-2, respectively, to this Warrant Agreement. The Pre-Funded Warrants and the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Common Warrants represented thereby may from time by the Global Certificate are referred to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement“Global Warrants.”

Form of Warrant. Subject to Section 4 of this AgreementEach Warrant shall be in either (i) physical certificated form substantially in the form attached hereto as Exhibit A; provided, the Warrants shall however, that no Warrant may be issued in physical certificated form without the form prior written consent of one or more global certificates the Company (the each, a “Global Warrant Certificate” and collectively, “Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or or (ii) book-entry registration on the books and records of the Warrant Agent, which book-entry registration shall be reflected on warrant statements, substantially in the form of Direct Registration Warrants reflected on statements issued by the attached hereto as Exhibit B (each, a “Warrant Agent from time to time to the holders thereof reflecting such book-entry position (Statement” and collectively, the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global . Each Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates Certificate and Warrant Statements may bear Statement, as applicable, shall have such appropriate insertions, omissions, substitutions and other variations insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements, stamped, printed, lithographed or endorsements placed thereon engraved thereon, as may be required to comply with the rules and regulations of The Depository Trust Company this Agreement, any applicable law or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules rule of any securities exchange or as on which the Warrants may be determinedlisted. Each Warrant Certificate and Warrant Statement, consistently herewith as applicable, shall have attached thereto or be accompanied by, if and reasonably acceptable when provided to the Warrant Agentany Holder, by (i) a notice of exercise in the case form attached hereto as Exhibit C (a “Notice of Global Exercise”). Each Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates Certificate shall be deposited on or after the date hereof with or executed on behalf of the Depository Company by its Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer or one of its Executive Vice Presidents, under its corporate seal reproduced thereon and registered in attested by its Secretary or an Assistant Secretary. The signature of any such officers on the name Warrant Certificates may be manual or facsimile. Warrant Certificates bearing the manual or facsimile signatures of Cede & Co. individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any successor thereof, as one of them shall have ceased to hold such offices prior to the Depository’s nominee. Each Global Warrant Certificate shall represent delivery of such number of Warrants or did not hold such offices on the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms date of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in certificated form in the form of one or more global individual certificates (the “Global Individual Warrant Certificates”) in substantially the form of Exhibit A-1 B-2 attached hereto hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B C attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders Holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that following the Effective Date, the Company may, in its sole discretion, issue, and allow the Warrants to be exchanged for, beneficial interests in one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit B-1 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit C attached hereto. Upon the issuance of the Global Warrant Certificates, any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Global Warrant CertificatesWarrants, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such The Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C D attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after as and when appropriate with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or ; and or (ii) in via book-entry registration on the form books and records of Direct Registration Warrants reflected on statements issued the Warrant Agent and evidenced by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-1 attached hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (ii) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Issue Date with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants shall (a) Each Warrant may be issued in the form of one or more global certificates represented (the “Global i) by definitive Warrant Certificates”) Certificates in substantially the form of Exhibit A-1 attached hereto with as Exhibit A, the form provisions of assignment to be printed on the reverse thereofwhich are incorporated herein, in substantially the form set forth in Exhibit B attached hereto, and/or or (ii) directly on the book-entry records of the Warrant Agent (“Book-Entry Warrants”), which Book-Entry Warrants shall be subject to the terms and conditions of this Agreement. Each Warrant shall be dated the date of issuance thereof (whether upon initial issuance, register of transfer, exchange or replacement). (b) The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective Holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. The Company and the Warrant Agent may deem and treat the registered Holder of each Warrant as the absolute owner of the Warrants represented thereby for the purpose of any exercise thereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. (c) The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto properly completed and duly signed (or, in the case of a Book-Entry Warrant, only upon delivery of the Form of Assignment), to the Warrant Agent at its address specified herein. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of Direct Registration Warrants reflected on statements the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder (or, in the case of a Book-Entry Warrant, a notation shall be made to the records maintained by the Warrant Agent from time for such transfer); provided, however, that the Warrant Agent shall not be required to time effect any registration of transfer or exchange which shall result in the issuance of Warrants for the purchase of a fraction of shares of Common Stock. The delivery of a New Warrant Certificate by the Warrant Agent to the holders transferee thereof reflecting shall be deemed to constitute acceptance by such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number transferee of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures all of the Depository rights and the Warrant Agentobligations of a Holder of a Warrant. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear A party requesting such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks transfer must provide any evidence of identification and such legends or endorsements placed thereon as authority that may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this AgreementSecurities Transfer Association.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in Certificates”)in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B B-1 attached hereto, hereto and/or (ii) in certificated form in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position one or more individual certificates (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto with the form of assignment to be printed on the reverse thereof, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C B-2 attached hereto, respectively. The Global Warrant Certificates and Individual Warrant Statements Certificates (collectively, the “Warrant Certificates”) may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agentherewith, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in Certificates, which shall be reasonably acceptable to the case of Warrant Statements, any Appropriate OfficerAgent. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee and their respective successors. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or ; and or (ii) in via book-entry registration on the form books and records of Direct Registration Warrants reflected on statements issued the Warrant Agent and evidenced by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-1 attached hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined below) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (ii) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Issue Date with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 7.1 of this Agreement, (i) the New GMR Warrants issued pursuant to the terms of the Plan of Reorganization on the Date of Issuance shall be, and other warrants to purchase capital stock of the Company that may be issued form time to time may be, issued in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-1 attached hereto, and/or (iii) in other warrants to purchase stock of the form of Direct Registration Warrants reflected on statements Company that may be issued by the Warrant Agent from time to time to the holders thereof reflecting such may be issued via book-entry position (registration on the “books and records of the Warrant Agent and evidenced by the Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-2 attached hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification or designation and such legends legends, summaries, or endorsements placed thereon as may be required by the Depositary or to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law Law or with any rules or regulations made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (i) in the case of Global Warrant Certificates, the Chairman of the Board of Directors, Chief Executive Officer, President, any Senior Vice President or Treasurer of the Company (each, an “Appropriate Officers Officer”) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (ii) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Date of Issuance with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of the Depositary. Each Global Warrant Certificate shall represent such number of the outstanding New GMR Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding New GMR Warrants from time to time endorsed thereon and that the aggregate amount of outstanding New GMR Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Series B Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or ; and or (ii) in via book-entry registration on the form books and records of Direct Registration Warrants reflected on statements issued the Warrant Agent and evidenced by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-1 attached hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (ix) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (iiy) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Issue Date with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Series B Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Series B Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Series B Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Series A Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or ; and or (ii) in via book-entry registration on the form books and records of Direct Registration Warrants reflected on statements issued the Warrant Agent and evidenced by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and substantially the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-1 attached hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (ix) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (iiy) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Issue Date with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Series A Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Series A Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Series A Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants Each Warrant shall be issued in the registered form of one or more global certificates (the “Global Warrant Certificates”) only and shall be in substantially the form of Exhibit A-1 attached hereto A hereto, the provisions of which are incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature of, the President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the form of assignment same effect as if he or she had not ceased to be printed on such at the reverse thereofdate of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates (each, in substantially a “Book-Entry Warrant Certificate”) provided, however, a Holder has the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent right to elect at any time from time to time to exchange its Book-Entry Warrant Certificate for a definitive certificate in physical form evidencing such Warrants, substantially in the holders thereof reflecting such book-entry position form of Exhibit A hereto (the a “Warrant StatementsCertificate”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for . Upon written notice by a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable Holder to the Warrant Agent, by (i) in Agent for the case exchange of Global a Book-Entry Warrant CertificatesCertificate for a Warrant Certificate evidencing the same number of Warrants, the Appropriate Officers executing Warrant Agent shall promptly deliver to the Holder a Warrant Certificate for such Global Warrant Certificates, as evidenced by their execution number of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered Warrants in the name of Cede & Co. or any successor thereof, as the Depository’s nomineeHolder of such Book-Entry Warrant Certificate. Each Global In connection with the request by a Holder for an exchange of a Book-Entry Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, for a Warrant Certificate in accordance with this Section 2.1, the terms Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of this Agreementsuch request pursuant to the delivery instructions provided by the Holder in such request.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants (i) Each Warrant shall be issued in the certificated form of one or more global certificates (the “Global Warrant Certificates”) only in substantially the form of attached as Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached A hereto, and/or (ii) in the form provisions of Direct Registration Warrants reflected which are incorporated herein, and shall be dated the date on statements issued which countersigned by the Warrant Agent from time to time to the holders thereof reflecting Agent, shall have such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements typed, stamped, printed, lithographed or endorsements placed engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange or as on which the Warrants may be determinedlisted, consistently herewith or to conform to usage. In the event a Person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such Person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. (ii) Pending the preparation of definitive certificates representing the Warrants (“Warrant Certificates”), temporary Warrant Certificates may be issued, which may be printed, lithographed, typewritten, mimeographed or otherwise produced, and reasonably acceptable which will be substantially of the tenor of the definitive Warrant Certificates in lieu of which they are issued. If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates evidencing Warrants of the same number and tenor upon surrender by the Holder of the temporary Warrant Certificates to the Warrant Agent at the office of the Warrant Agent, by (i) in the case without charge to such Holder. Upon surrender for cancellation of Global any one or more temporary Warrant Certificates, the Appropriate Officers executing such Global Company shall execute and the Warrant Certificates, as evidenced by their execution Agent shall countersign and deliver in exchange therefor Warrant Certificates of the Global Warrant Certificates same tenor and (ii) in for a like aggregate number of Warrants. Until so exchanged, the case of Warrant Statements, any Appropriate Officer. The Global temporary Warrant Certificates shall in all respects be deposited on or after entitled to the date hereof with or on behalf same benefits under this Agreement as definitive Warrant Certificates. (iii) Each Warrant Certificate representing Domestic Restricted Warrants shall bear legends in substantially the following form: “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE PROVISIONS OF A WARRANT AGREEMENT, DATED AS OF MAY 10, 2017, THE SHAREHOLDERS AGREEMENT, DATED AS OF NOVEMBER 9, 2015, AS AMENDED, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE WARRANT AGREEMENT, THE SHAREHOLDERS AGREEMENT, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY U.S. STATE OR FOREIGN SECURITIES LAWS, IN RELIANCE UPON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE AND FOREIGN SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE IN CONTRAVENTION OF THE 1933 ACT OR ANY U.S. STATE OR FOREIGN SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT) MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, OR A CERTIFICATE EXECUTED BY AN AUTHORIZED OFFICER OF THE TRANSFEREE ACCEPTABLE TO THE COMPANY CERTIFYING THAT NO SUCH REGISTRATION IS REQUIRED.” (iv) Each Warrant Certificate representing Regulation S Warrants shall bear legends in substantially the following form: “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE PROVISIONS OF A WARRANT AGREEMENT, DATED AS OF MAY 10, 2017, THE SHAREHOLDERS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS NOVEMBER 9, 2015, AS AMENDED, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE WARRANT AGREEMENT, SHAREHOLDERS AGREEMENT, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND HAVE INSTEAD BEEN ISSUED IN RELIANCE ON REGULATION S PROMULGATED UNDER THE 1933 ACT. AS A RESULT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT) MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. ANY HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. THE COMPANY WILL NOT REGISTER ANY TRANSFER OF THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REQUIRE A CERTIFICATE EXECUTED BY AN AUTHORIZED OFFICER OF THE TRANSFEREE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY CERTIFYING THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT.” (v) Each of the Depository certificates representing the shares issued upon the exercise of a Domestic Restricted Warrant shall bear legends in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS OF NOVEMBER 9, 2015, AS AMENDED, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. COPIES OF THE SHAREHOLDERS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY U.S. STATE OR FOREIGN SECURITIES LAWS, IN RELIANCE UPON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE AND FOREIGN SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE IN CONTRAVENTION OF THE 1933 ACT OR ANY U.S. STATE OR FOREIGN SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, OR A CERTIFICATE EXECUTED BY AN AUTHORIZED OFFICER OF THE TRANSFEREE ACCEPTABLE TO THE COMPANY CERTIFYING THAT NO SUCH REGISTRATION IS REQUIRED.” (vi) Each of the certificates representing shares issued upon the exercise of a Regulation S Warrant shall bear legends in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS OF NOVEMBER 9, 2015, AS AMENDED, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. COPIES OF THE SHAREHOLDERS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND HAVE INSTEAD BEEN ISSUED IN RELIANCE ON REGULATION S PROMULGATED UNDER THE 1933 ACT. AS A RESULT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. THE COMPANY WILL NOT REGISTER ANY TRANSFER OF THESE SECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REQUIRE A CERTIFICATE EXECUTED BY AN AUTHORIZED OFFICER OF THE TRANSFEREE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY CERTIFYING THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT.” (vii) Subject to the terms hereof, including without limitation, if applicable, the restrictions on exercise under securities law, this Agreement, the Shareholders Agreement and registered in the name Company’s Certificate of Cede & Co. or any successor thereofIncorporation and by-laws, each Warrant shall be exercisable for the number of shares of Common Stock set forth thereon as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants same may be adjusted from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreementset forth herein.

Form of Warrant. Subject to Section 3(a) and Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B B-1 attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided Statements”); provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 B-1 attached hereto hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B C attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit B-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit C attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements or transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Global Warrant CertificatesWarrants, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C D attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the (a) The Warrants shall be issued in the form of one or more registered securities and shall be evidenced by a global certificates Warrant (the “Global Warrant CertificatesWarrants”) in substantially the form of Exhibit A-1 attached hereto which shall be deposited with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. Co., a nominee of The Depository Trust Company (the “Depositary”), or any successor thereofas otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall be shown on, as and the Depository’s nominee. Each transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant Certificate or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”). (b) If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall represent such number of provide written instructions to the outstanding Warrants as specified thereinDepositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each shall provide that it shall represent Holder a Warrant Certificate. (c) A Holder has the aggregate amount of outstanding Warrants right to elect at any time or from time to time endorsed thereon a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit A (such separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall be in the form attached to Exhibit A (a “Warrant Certificate Request Notice” and that the aggregate amount date of outstanding delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants represented thereby for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit A and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 2.1(c) and 2.1(d) herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in a Definitive Certificate, as it may from time to time be reduced or increasedamended, as appropriate, in accordance with the terms of this Agreementsuch Definitive Certificate shall control. (d) A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which request shall be in the form attached to Exhibit A (a “Global Warrants Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Global Warrants (based on the VWAP (as defined in the Warrants) of the Common Stock on the Global Warrants Request Notice Date), $10 per Business Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.

Form of Warrant. Subject to Section 4 The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoA attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith or to conform to usage. Each Warrant shall initially entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of ____ dollars and reasonably acceptable to _____ cents ($___) [120% of the Warrant Agent, by (i) IPO price of the shares of Common Stock issued in the case of Global Warrant CertificatesIPO ] (as adjusted as hereinafter provided, the Appropriate Officers executing such Global "Warrant CertificatesPrice"), as evidenced by their execution at any time during the period (the "Exercise Period") commencing on __________ __ 1998 [the first anniversary of the Global Warrant Certificates and date of the Company's prospectus (iithe "Prospectus") pursuant to which the Warrants are being sold in the case IPO] and expiring at 5:00 p.m. New York time, on __________ __, 2002 [the fifth anniversary of Warrant Statements, any Appropriate Officerthe date of the Prospectus]. The Global Warrant Certificates Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number future Chairman of the outstanding Warrants as specified thereinBoard or Vice Chairman, Chief Executive Officer, President or Vice President of the Company, and each attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrants shall provide be dated as of the date of issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange. In the event the aforesaid expiration date of the Warrants falls on a day that it is not a business day, then the Warrants shall represent expire at 5:00 p.m. New York time on the aggregate amount of outstanding Warrants from time next succeeding business day. For purposes hereof, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in New York City, New York, are authorized or obligated by law to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreementclosed.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Series A Warrants and the Series B Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached, hereto and Exhibit B-1 attached hereto hereto, respectively, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B C-1 attached hereto, and Exhibit D-1 respectively, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto and Exhibit B-2, respectively, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit C-2 attached hereto and Exhibit D- 2, respectively, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Series A Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C E attached hereto. Such Warrant Statements representing Series B Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit F attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject (a) The Warrants to Section 4 of be delivered pursuant to this Agreement, the Warrants Agreement shall be issued in issued, at the form discretion of one or more global certificates the Company, either (the “Global Warrant Certificates”i) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed via book-entry registration on the reverse thereofbooks and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit B A-1 attached hereto, and/or hereto or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of one or more Global Warrant Certificates, with the forms of election to exercise and of assignment printed on the reverse thereof, substantially in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-2 attached hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable herewith, be determined by the Company. (b) Each Warrant shall represent the right, subject to the provisions of this Agreement and the Warrant AgentStatement or Global Warrant Certificate, by to purchase one (i1) share of Class B Common Stock (subject to adjustment as set forth in Section 4.1) at the case of Exercise Price. (c) The Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificatesif any, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof Effective Date with or on behalf of the Depository Mellon Investor Services LLC and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B B-1 attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository Depositary and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global 4 Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Series A Warrants and the Series B Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached, hereto and Exhibit B-1 attached hereto hereto, respectively, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B C-1 attached hereto, and Exhibit D-1 respectively, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto and Exhibit B-2, respectively, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit C-2 attached hereto and Exhibit D-2, respectively, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Series A Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C E attached hereto. Such Warrant Statements representing Series B Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit F attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoEXHIBIT A attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith or to conform to usage. Each Warrant shall initially entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of four dollars and reasonably acceptable fifty cents ($4.50) (as adjusted as hereinafter provided, the "Warrant Price"), at any time during the period (the "Exercise Period") commencing on __________ __ 1998 [the first anniversary of the date of the Company's prospectus (the "Prospectus") pursuant to which the Warrant Agent, by (i) Warrants are being sold in the case of Global Warrant CertificatesIPO] and expiring at 5:00 p.m. New York City time, on __________ __, 2002 [the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution fifth anniversary of the Global Warrant Certificates and (ii) in date of the case of Warrant Statements, any Appropriate OfficerProspectus]. The Global Warrant Certificates Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number future Chairman of the outstanding Warrants as specified thereinBoard or Vice Chairman, Chief Executive Officer, President or Vice President of the Company, and each attested to by the manual or facsimile signature of the present or any future Secretary, Treasurer or Assistant Secretary or Assistant Treasurer of the Company. Warrants shall provide that it shall represent be dated as of the aggregate amount date of outstanding Warrants from time to time endorsed thereon and that issuance by the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced Warrant Agent either upon initial issuance or increased, as appropriate, in accordance with the terms of this Agreementupon transfer or exchange.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Warrants shall be issued (i) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1 attached hereto, and/or (ii) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (ii) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after the date hereof Issue Date with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Warrants shall be issued issued, at the election of the Holder, either (i) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1 attached hereto, (ii) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position one or more definitive warrant certificates (the “Definitive Warrant Certificates”), with the forms of election to exercise and of assignment printed on the reverse thereof, in substantially the form set forth in Exhibit A-3 attached hereto. The Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of , Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Definitive Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements may have a legend in substantially the following form placed thereon as may be if required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedexchange: NEITHER THESE SECURITIES NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, consistently herewith and reasonably acceptable to the Warrant AgentAS AMENDED, by OR UNDER THE SECURITIES LAWS OF ANY STATE, AND, ACCORDINGLY CANNOT BE OFFERED, SOLD OR TRANSFERRED UNLESS AND UNTIL THEY ARE SO REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EXEMPTION IS THEN AVAILABLE UNDER SUCH ACT AND SUCH LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION MAY BE PLEDGED TO A BANK OR FINANCIAL LENDING INSTITUTION IN CONNECTION WITH A BONA FIDE LOAN. (ib) in the case of The Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificatesif any, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof Effective Date with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, all Warrants issued on the Warrants Effective Date shall be initially issued as Direct Registration Warrants in the name of Amplify AcquisitionCo Inc., then transferred on the Effective Date as Direct Registration Warrants pursuant to instructions of the Company to MEMP and then transferred and issued pursuant to instructions of the Company on or about the Business Day following the Effective Date (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. (a) Subject to Section 4 6.1 of this Agreement, the Warrants shall be issued (i) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1 attached hereto, and/or (ii) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto ), with the form forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B A-2 attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable to the Warrant Agentherewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and Certificates, or (ii) in the case of a Warrant StatementsStatement, any Appropriate Officer. , and all of which shall be reasonably acceptable to the Warrant Agent. (b) The Global Warrant Certificates shall be deposited on or after Issue Date with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoA attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith and reasonably acceptable or to conform to usage. Each Warrant shall initially entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of FOUR DOLLARS AND FIFTY CENTS ($4.50) (as adjusted as hereinafter provided, the "Warrant AgentPrice"), by at any time during the period (ithe "Exercise Period") commencing on __________ __ 1998 [the first anniversary of the date of the Company's prospectus (the "Prospectus") pursuant to which the Warrants are being sold in the case of Global Warrant CertificatesIPO] and expiring at 5:00 p.m. New York time, on __________ __, 2002 [the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution fourth anniversary of the Global Warrant Certificates and (ii) in date of the case of Warrant Statements, any Appropriate OfficerProspectus]. The Global Warrant Certificates Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereoffuture Chief Executive Officer, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number Chief Financial Officer, President or Vice President of the outstanding Warrants as specified thereinCompany, and each attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrants shall provide that it shall represent be dated as of the aggregate amount date of outstanding Warrants from time to time endorsed thereon and that issuance by the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced Warrant Agent either upon initial issuance or increased, as appropriate, in accordance with the terms of this Agreementupon transfer or exchange.

Form of Warrant. Subject (a) The Warrants to Section 4 of be delivered pursuant to this Agreement, the Warrants Agreement shall be issued in issued, at the form discretion of one or more global certificates the Company, either (the “Global Warrant Certificates”i) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed via book-entry registration on the reverse thereofbooks and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit B A-1 attached hereto, and/or hereto or (ii) ), after the Exchange Date, solely with respect to Series 1 Warrants, in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of one or more Global Warrant Certificates, with the forms of election to exercise and of assignment printed on the reverse thereof, substantially in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-2 attached hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law Law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable herewith, be determined by the Company (but which, in each case, does not materially affect the rights, duties, liabilities or responsibilities of the Warrant Agent hereunder, to the extent not otherwise required by Law). (b) Each Series 1 Warrant Agentshall represent the right, by subject to the provisions of this Agreement and the Warrant Statement or Global Warrant Certificate, to purchase one (i1) share of Class A Common Stock or Class B Common Stock (subject to adjustment as set forth in Section 4.1) at the Exercise Price. Each Series 2 Warrant shall represent the right, subject to the provisions of this Agreement and the Warrant Statement or Global Warrant Certificate, to purchase one (1) share of Class A Common Stock or Class B Common Stock (subject to adjustment as set forth in Section 4.1) at the Exercise Price. If the Company determines that any Series 2 Warrant submitted for exercise is not eligible to be exercised for Common Stock in accordance with Section 3.2, such Series 2 Warrant will be exchanged for a Series 1 Warrant. At the election of a Term Loan Holder on its Exercise Form or Election Form, as applicable, Common Stock issued upon exercise or exchange of the Warrants shall be issued in the case form of Restricted Stock. The determination of whether a Holder is entitled to receive Class A Common Stock or Class B Common Stock upon exercise of a Warrant (and the determination of the number of Warrants exercisable for shares of Common Stock with respect to any Holder at the time of such exercise) shall be made by the Company in accordance with Section 3.2, taking into consideration the elections of such Holder on its Exercise Form. (c) The Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificatesif any, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof Exchange Date with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B B-1 attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, all Warrants issued on the Warrants Effective Date shall be initially issued as Direct Registration Warrants in the Company’s name, then transferred pursuant to instructions of the Company on or about the Business Day following the Effective Date (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of (x) Exhibit A-1 attached hereto A, for the VNR Common Unit Global Warrant Certificates and (y) Exhibit C, for the VNR Preferred Unit Global Warrant Certificates with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached heretoG and Exhibit H, respectively, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoI for the VNR Common Unit Warrants and Exhibit J for the VNR Preferred Unit Warrants. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with or on behalf of the Depository and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject (a) The Warrants to Section 4 of be delivered pursuant to this Agreement, the Warrants Agreement shall be issued in issued, at the form discretion of one or more global certificates the Company, either (the “Global Warrant Certificates”i) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed via book-entry registration on the reverse thereofbooks and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit B A-1 attached hereto, and/or hereto or (ii) after the Exchange Date, in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of one or more Global Warrant Certificates, with the forms of election to exercise and of assignment printed on the reverse thereof, substantially in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-2 attached hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this AgreementAgreement (but which do not adversely affect the rights, duties, liabilities or responsibilities of the Warrant Agent), and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law Law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable herewith, be determined by the Company. (b) Each Warrant shall represent the right, subject to the provisions of this Agreement and the Warrant AgentStatement or Global Warrant Certificate, to purchase one share of Class A Common Stock or Class B Common Stock (subject to adjustment as set forth in Section 4.1) at the Exercise Price. The determination of whether a Holder is entitled to receive Class A Common Stock or Class B Common Stock upon exercise of a Warrant (and the determination of the number of Warrants exercisable for shares of Common Stock with respect to any Holder at the time of such exercise) shall be made by the Company in accordance with Section 3.2, taking into consideration the elections of such Holder on its Exercise Form. (ic) in the case of The Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificatesif any, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof Exchange Date with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued issued, at the Company’s option (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, and/or (iiiii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders Holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that . Upon the issuance of Global Warrant Certificates, any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Global Warrant CertificatesWarrants, in accordance with Section 4(d4(e) and the applicable procedures of the Depository and the Warrant Agent. Such The Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after as and when appropriate with the date hereof with or on behalf of the Depository Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Form of Warrant. Subject to Section 4 (a) The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoA attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith and reasonably acceptable or to conform to usage. (b) Each Warrant shall initially entitle the Warrant Agent, by registered holder thereof to purchase one share of Common Stock at a purchase price of five dollars (i$5.00) in the case of Global Warrant Certificates(as adjusted as hereinafter provided, the Appropriate Officers executing such Global Warrant Certificates"Exercise Price"), as evidenced by their execution at any time during the four-year period (the "Exercise Period") commencing on _______, 1999, the one year anniversary of the Global Warrant Certificates date the Securities and Exchange Commission declares the Company's registration statement on Form SB-2 filed on March 26, 1998, File No. 333-48701 (iithe "Registration Statement") in to be effective (the case "Effective Date") and expiring at 5:00 p.m. New York City time, on _______, 2003, the fifth anniversary of Warrant Statements, any Appropriate Officerthe Effective Date (the "Expiration Date"). The Global Warrant Certificates Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number future Chairman of the outstanding Warrants as specified thereinBoard or Vice Chairman, Chief Executive Officer, President or Vice President of the Company, and each attested to by the manual or facsimile signature of the present or any future Secretary, Treasurer, or Assistant Secretary or Assistant Treasurer of the Company, and shall provide that it have imprinted thereon a facsimile of the Company's seal. (c) Warrants shall represent be dated as of the aggregate amount date of outstanding issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange and issued in registered form. Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time shall be reduced or increased, as appropriate, in accordance numbered serially with the terms of this Agreementletter "W" on the Warrants. Warrants shall be redeemable as set forth in Section 13 hereof. (d) In the event the Expiration Date falls on a day that is not a business day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding business day. For purposes hereof, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in New York City, New York, are authorized or obligated by law to be closed.

Form of Warrant. Subject to Section 4 The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoA attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith and reasonably acceptable or to conform to usage. Each Warrant shall initially entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of five dollars ($5.00) (as adjusted as hereinafter provided, the "Warrant AgentPrice"), by at any time during the period (ithe "Exercise Period") commencing on __________ __ 1998 [the first anniversary of the date of the Company's prospectus (the "Prospectus") pursuant to which the Warrants are being sold in the case of Global Warrant CertificatesIPO] and expiring at 5:00 p.m. New York time, on __________ __, 2002 [the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution fifth anniversary of the Global Warrant Certificates and (ii) in date of the case of Warrant Statements, any Appropriate OfficerProspectus]. The Global Warrant Certificates Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereof, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number future Chairman of the outstanding Warrants as specified thereinBoard or Vice Chairman, Chief Executive Officer, President or Vice President of the Company, and each attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrants shall provide that it shall represent be dated as of the aggregate amount date of outstanding Warrants from time to time endorsed thereon and that issuance by the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced Warrant Agent either upon initial issuance or increased, as appropriate, in accordance with the terms of this Agreementupon transfer or exchange.

Form of Warrant. Subject to Section 4 of this Agreement, the Warrants (i) Each Series A Warrant shall be issued in the certificated form of one or more global certificates (the “Global Warrant Certificates”) only in substantially the form of attached as Exhibit A-1 attached hereto with the A hereto, and each Series B Warrant shall be issued in certificated form of assignment to be printed on the reverse thereof, only in substantially the form set forth in attached as Exhibit B attached hereto, and/or (ii) in the form provisions of Direct Registration Warrants reflected which are incorporated herein, and shall be dated the date on statements issued which countersigned by the Warrant Agent from time to time to the holders thereof reflecting Agent, shall have such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C hereto. The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements typed, stamped, printed, lithographed or endorsements placed engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange or as on which the Warrants may be determinedlisted, consistently herewith or to conform to usage. In the event a Person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such Person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. (ii) Pending the preparation of definitive certificates representing the warrants (“Warrant Certificates”), temporary Warrant Certificates may be issued, which may be printed, lithographed, typewritten, mimeographed or otherwise produced, and reasonably acceptable which will be substantially of the tenor of the definitive Warrant Certificates in lieu of which they are issued. If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates evidencing Warrants of the same number and tenor upon surrender by the Holder of the temporary Warrant Certificates to the Warrant Agent at the office of the Warrant Agent, by (i) in the case without charge to such Holder. Upon surrender for cancellation of Global any one or more temporary Warrant Certificates, the Appropriate Officers executing such Global Company shall execute and the Warrant Certificates, as evidenced by their execution Agent shall countersign and deliver in exchange therefor Warrant Certificates of the Global Warrant Certificates same tenor and (ii) in for a like aggregate number of Warrants. Until so exchanged, the case of Warrant Statements, any Appropriate Officer. The Global temporary Warrant Certificates shall in all respects be deposited on or after entitled to the date hereof with or on behalf same benefits under this Agreement as definitive Warrant Certificates. (iii) Each Warrant Certificate representing Domestic Restricted Warrants shall bear legends in substantially the following form: “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE PROVISIONS OF A WARRANT AGREEMENT AND WARRANTHOLDER RIGHTS AGREEMENT, EACH DATED AS OF DECEMBER 12, 2013, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE WARRANT AGREEMENT, THE WARRANTHOLDER RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY U.S. STATE OR FOREIGN SECURITIES LAWS, IN RELIANCE UPON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE AND FOREIGN SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT) MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IS OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.” (iv) Each Warrant Certificate representing Regulation S Warrants shall bear legends in substantially the following form: “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE PROVISIONS OF A WARRANTHOLDER RIGHTS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS OF DECEMBER 12, 2013, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE WARRANTHOLDER RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND HAVE INSTEAD BEEN ISSUED IN RELIANCE ON REGULATION S PROMULGATED UNDER THE 1933 ACT. AS A RESULT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT) MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. ANY HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. THE COMPANY WILL NOT REGISTER ANY TRANSFER OF THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT.” (v) Each of the Depository certificates representing the shares issued upon the exercise of a Domestic Restricted Warrant shall bear legends in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A WARRANTHOLDER RIGHTS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS OF DECEMBER 12, 2013, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. COPIES OF THE WARRANTHOLDER RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY U.S. STATE OR FOREIGN SECURITIES LAWS, IN RELIANCE UPON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE AND FOREIGN SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IS OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.” (vi) Each of the certificates representing shares issued upon the exercise of a Regulation S Warrant shall bear legends in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A WARRANTHOLDER RIGHTS AGREEMENT OF AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”), DATED AS OF DECEMBER 12, 2013, AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY, EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. COPIES OF THE WARRANTHOLDER RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND HAVE INSTEAD BEEN ISSUED IN RELIANCE ON REGULATION S PROMULGATED UNDER THE 1933 ACT. AS A RESULT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. THE COMPANY WILL NOT REGISTER ANY TRANSFER OF THESE SECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT.” (vii) Subject to the terms hereof, including without limitation, if applicable, the restrictions on exercise under securities law, this Agreement, the Warrantholder Rights Agreement and registered in the name Company’s Certificate of Cede & Co. or any successor thereofIncorporation and by-laws, each Warrant shall be exercisable for the number of shares of Class B Common Stock set forth thereon as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants same may be adjusted from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreementset forth herein.

Form of Warrant. Subject (a) The Warrants to Section 4 of be delivered pursuant to this Agreement, the Warrants Agreement shall be issued in issued, at the form discretion of one or more global certificates the Company, either (the “Global Warrant Certificates”i) in substantially the form of Exhibit A-1 attached hereto with the form of assignment to be printed via book-entry registration on the reverse thereofbooks and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit B A-1 attached hereto, and/or or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of one or more Global Warrant Certificates, with the forms of election to exercise and of assignment printed on the reverse thereof, substantially in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as form set forth in Exhibit C A-2 attached hereto. The Warrant Statements and Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law Law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determinedmay, consistently herewith and reasonably acceptable herewith, be determined by the Company. (b) Each Warrant shall represent the right, subject to the provisions of this Agreement and the Warrant AgentStatement or Global Warrant Certificate, to purchase one (1) share of Class A Common Stock (subject to adjustment as set forth in Section 4.1) at the Exercise Price. Notwithstanding the preceding sentence, if so requested by (i) a Holder who wishes to exercise its Warrant, the Company, in its sole and absolute discretion, may instead deliver one share of Class B Common Stock in the case place of each share of Class A Common Stock otherwise issuable upon such exercise if to do so would not violate the FCC Restrictions. For the avoidance of doubt, the Company shall have no obligation under Section 6.2 to use commercially reasonable efforts to list any such shares of Class B Common Stock. (c) The Global Warrant Certificates, the Appropriate Officers executing such Global Warrant Certificatesif any, as evidenced by their execution of the Global Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof Effective Date with the Warrant Agent, or on behalf of the Depository its Affiliate, and registered in the name of Cede & Co. or any successor thereofCo., as the Depository’s nomineenominee of The Depository Trust Company (the “Depositary”). Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. (d) The Warrant Agent will create a special account for the issuance of Global Warrant Certificates. (e) The Company shall provide an opinion of counsel in a form to be reasonably agreed upon with respect to the Warrants within one (1) Business Day following the Effective Date.

Form of Warrant. Subject to Section 4 The text of this Agreement, the Warrants shall be issued in and the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached hereto with the form of assignment election to purchase Common Stock to be printed on the reverse thereof, in thereof shall be substantially the form set forth in Exhibit B attached hereto, and/or (ii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided that any Direct Registration Warrants that are not subject to any vesting requirements may be exchanged at any time for a corresponding number of Global Warrant Certificates, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C heretoA attached hereto (the provisions of which are hereby incorporated herein). The Global Warrant Certificates and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and All of the certificates for the Warrants may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as on which the Warrants may be determinedlisted, consistently herewith or to conform to usage. Each Warrant shall initially entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of four dollars and reasonably acceptable fifty cents ($4.50) (as adjusted as hereinafter provided, the "Warrant Price"), at any time during the period (the "Exercise Period") commencing on __________ __ 1999 [the second anniversary of the date of the Company's prospectus (the "Prospectus") pursuant to which the Warrant Agent, by (i) Warrants are being sold in the case of Global Warrant CertificatesIPO] and expiring at 5:00 p.m. New York time, on __________ __, 2002 [the Appropriate Officers executing such Global Warrant Certificates, as evidenced by their execution fifth anniversary of the Global Warrant Certificates and (ii) in date of the case of Warrant Statements, any Appropriate OfficerProspectus]. The Global Warrant Certificates Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be deposited on or after the date hereof with or executed on behalf of the Depository and registered in Company by the name manual or facsimile signature of Cede & Co. the present or any successor thereoffuture Chief Executive Officer, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number President or Vice President of the outstanding Warrants as specified thereinCompany, and each attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrants shall provide be dated as of the date of issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange. In the event the aforesaid expiration date of the Warrants falls on a day that it is not a business day, then the Warrants shall represent expire at 5:00 p.m. New York time on the aggregate amount of outstanding Warrants from time next succeeding business day. For purposes hereof, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in New York City, New York, are authorized or obligated by law to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreementclosed.