Common use of Grant of the Right to Purchase Warrant Shares Clause in Contracts

Grant of the Right to Purchase Warrant Shares. (a) For value received, Borrowers have elected to pay PIK Interest for the period of April 1, 2013 to March 31, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreement, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional Warrants to the extent that the issuance of such Additional Warrants, when aggregated with all prior issuances of Additional Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional Warrant shall include any amendment to Schedule A of any Additional Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants which, when aggregated with all prior issuances of Additional Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional Warrants determined by multiplying the number of Additional Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form of PIK Interest to the extent such election would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, as payment by the Borrowers have elected to pay PIK Interest of the Fee for the period of April 1March 18, 2013 to March 3117, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 206,622 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In For each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreementperiod, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, Warrantholder an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is Fee divided by the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, and without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional ATM Warrants to the extent that the issuance of such Additional Warrants, ATM Warrants when aggregated with all prior issuances issuance of Additional ATM Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional ATM Warrant shall include any amendment to Schedule A of any Additional ATM Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional ATM Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants whichan ATM Warrant would, when aggregated with all prior issuances of Additional ATM Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional ATM Warrants determined by multiplying the number of Additional ATM Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional ATM Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional ATM Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional ATM Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form Fee by issuance of PIK Interest ATM Warrants to the extent such election payment would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, as payment by the Borrowers have elected to pay PIK Interest of the Fee for the period of April 1March 18, 2013 to March 3117, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 148,355 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In For each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreementperiod, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, Warrantholder an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is Fee divided by the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional ATM Warrants to the extent that the issuance of such Additional Warrants, ATM Warrants when aggregated with all prior issuances issuance of Additional ATM Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional ATM Warrant shall include any amendment to Schedule A of any Additional ATM Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional ATM Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants whichan ATM Warrant would, when aggregated with all prior issuances of Additional ATM Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional ATM Warrants determined by multiplying the number of Additional ATM Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional ATM Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional ATM Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional ATM Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form Fee by issuance of PIK Interest ATM Warrants to the extent such election payment would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) 1.1 For value received, Borrowers have elected to pay PIK Interest for the period month of April 1, 2013 to March 31, 2014 and, [•] and in accordance with the terms of the Loan Agreement and this Warrant, Warrant the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 [Insert initial number of Warrant Shares] fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 the Exercise Price (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereofas defined herein). (b) 1.2 In each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii2.1(d)(i) of the Loan Agreement, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, Warrantholder an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month periodinterest is due, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (Asuch fraction, the “Base Additional Warrant Shares”) (x) whose numerator is the product of (IA) 18% and (IIB) the amount of such PIK Interest to be accrued during such twelve month period and (By) whose denominator is the such Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount); provided, however, that, notwithstanding anything to the contrary herein, if (I) the day such interest is due is after the occurrence of a Negative NASDAQ Interpretation (as defined in the Loan Agreement) with respect to Warrantholder and (II) such Average Market Price per share of Class A Common Stock is less than the Warrant Floor Exercise Price per share of Class A Common Stock, then (x) the initial per share Exercise Price of such additional Warrant shall be equal to the Warrant Floor Exercise Price per share of Class A Common Stock and (y) the number of Warrant Shares underlying such additional Warrant (assuming no Net Issuance) shall be a number of shares of Class A Common Stock (determined pursuant to the mutual agreement of the Borrower and the Lenders) that exceeds the Base Additional Warrant Shares by an amount that would cause the fair market value of such additional Warrant having the terms as specified in this proviso to be no less than the fair market value of the additional Warrant that would have been issued without regard to this proviso. For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) 1.3 Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional Warrants to the extent that the issuance of such Additional Warrants, when aggregated with all prior issuances of Additional Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”)Warrants, would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional Warrant shall include any amendment to Schedule A of any Additional Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants which, when aggregated with all prior issuances of Additional Warrants and Other SecuritiesWarrants, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional Warrants determined by multiplying the number of Additional Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) shall use commercially reasonable efforts to obtain the approval of its stockholders to issue the number of Additional Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form of PIK Interest to the extent such election would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding exceed such 19.99% limit. (d) 1.4 The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, Borrowers have elected to pay PIK Interest for the period of April 1, 2013 to March 31, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 204,533 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreement, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, andthat, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional Warrants to the extent that the issuance of such Additional Warrants, when aggregated with all prior issuances of Additional Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional Warrant shall include any amendment to Schedule A of any Additional Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants which, when aggregated with all prior issuances of Additional Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional Warrants determined by multiplying the number of Additional Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form of PIK Interest to the extent such election would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, Borrowers have elected to pay PIK Interest for the period of April 1, 2013 to March 31, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 114,551 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreement, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, andthat, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional Warrants to the extent that the issuance of such Additional Warrants, when aggregated with all prior issuances of Additional Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional Warrant shall include any amendment to Schedule A of any Additional Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants which, when aggregated with all prior issuances of Additional Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional Warrants determined by multiplying the number of Additional Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form of PIK Interest to the extent such election would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, as payment by the Borrowers have elected to pay PIK Interest of the Fee for the period of April 1March 18, 2013 to March 3117, 2014 and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 264,890 fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In For each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreementperiod, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, Warrantholder an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is Fee divided by the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional ATM Warrants to the extent that the issuance of such Additional Warrants, ATM Warrants when aggregated with all prior issuances issuance of Additional ATM Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional ATM Warrant shall include any amendment to Schedule A of any Additional ATM Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional ATM Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants whichan ATM Warrant would, when aggregated with all prior issuances of Additional ATM Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional ATM Warrants determined by multiplying the number of Additional ATM Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional ATM Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional ATM Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional ATM Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form Fee by issuance of PIK Interest ATM Warrants to the extent such election payment would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, Borrowers have elected to pay PIK Interest for the period of April 1, 2013 [•] to March 31, 2014 [•] and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 [Insert initial number of Warrant Shares] fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 [Insert initial exercise price] (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreement, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that [this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, andand]1, without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional Warrants to the extent that the issuance of such Additional Warrants, when aggregated with all prior issuances of Additional Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional Warrant shall include any amendment to Schedule A of any Additional Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants which, when aggregated with all prior issuances of Additional Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional Warrants determined by multiplying the number of Additional Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the 1 Include only for Post-Amendment PIK Warrants to be issued to KFT Trust. numerator of which shall be the number of Additional Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form of PIK Interest to the extent such election would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

Grant of the Right to Purchase Warrant Shares. (a) For value received, as payment by the Borrowers have elected to pay PIK Interest of the Fee for the period of April 1, 2013 [•] to March 31, 2014 [•] and, in accordance with the terms of the Loan Agreement and this Warrant, the Company hereby grants to Warrantholder, and Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 159,542 [Insert initial number of Warrant Shares] fully paid and non-assessable Warrant Shares at a per share price equal to $5.71 [Insert initial exercise price] (equal to 100% of the volume-weighted average Closing Market Price per share of Class A Common Stock over the 20 consecutive Trading Days ending on, but excluding, the date hereof). (b) In For each instance Borrowers elect to pay interest in the form of PIK Interest for any subsequent twelve month period in accordance with Section 2.1(d)(ii) of the Loan Agreementperiod, the Company hereby grants to Warrantholder, on the first day of such subsequent twelve month period, Warrantholder an additional Warrant, entitling Warrantholder, upon the terms and subject to the conditions herein, to subscribe for and purchase (assuming no Net Issuance), from the Company, at an initial Exercise Price per share of Class A Common Stock equal to the Average Market Price per share of Class A Common Stock on the first day of such twelve month period, a number of fully paid and non-assessable shares of Class A Common Stock equal to a fraction (A) whose numerator is the product of (I) 18% and (II) the amount of such PIK Interest to be accrued during such twelve month period and (B) whose denominator is Fee divided by the Average Market Price per share of Class A Common Stock on the first day of such twelve month period (and, for the avoidance of doubt, the number of Warrant Shares underlying this Warrant (assuming no Net Issuance) shall be increased by such amount). For each such instance, the issuance of such additional Warrant shall be effected by the Company executing and delivering, to Warrantholder, an amended Schedule A hereto, which shall reflect the total number of Warrant Shares then underlying this Warrant (assuming no Net Issuance) and the respective Exercise Prices thereof. For the avoidance of doubt, each grant pursuant to this Section 1(b) shall be in addition to any grants theretofore made pursuant to clause (a) or (b) of this Section 1. For the further avoidance of doubt, the number of Warrant Shares into which a Warrant granted pursuant to clause (a) or (b) of this Section 1 may be exercised shall not be reduced following the issuance of the Warrant (except as specifically required pursuant to Section 8). (c) Notwithstanding anything in this Warrant to the contrary, Warrantholder hereby acknowledges and agrees that [this Warrant shall not be exercisable by Warrantholder without the Company first obtaining the approval of its stockholders for this issuance of this Warrant, and, and]1 without the Company first obtaining the approval of its stockholders, the Company shall not have any obligation to issue, and shall not issue, Additional ATM Warrants to the extent that the issuance of such Additional Warrants, ATM Warrants when aggregated with all prior issuances issuance of Additional ATM Warrants and all other convertible securities of the Company issued pursuant to the Loan Agreement (the “Other Securities”), would obligate the Company to issue more that 19.99% of the outstanding common stock of the Company (or securities convertible into such common stock), or the outstanding voting power, as calculated immediately prior to the execution of the Loan Agreement (subject to appropriate adjustments for any stock splits, stock dividends, stock combinations or similar transactions), in each case at a price less than the greater of the book or market value of the Class A Common Stock. For purposes of this paragraph (c), the “issuance” of an Additional ATM Warrant shall include any amendment to Schedule A of any Additional ATM Warrant pursuant to Section 1(b) thereof to increase the number of Warrant Shares underlying such Additional ATM Warrant. In the event any payment of PIK Interest would result in the issuance of Additional Warrants whichan ATM Warrant would, when aggregated with all prior issuances of Additional ATM Warrants and Other Securities, would exceed the 19.99% limit, then, notwithstanding anything to the contrary herein, (A) Warrantholder shall be issued the number of Additional ATM Warrants determined by multiplying the number of Additional ATM Warrants Warrantholder would have been issued but for the 19.99% limit by a fraction the numerator of which shall be the number of Additional ATM Warrants that may be issued to Warrantholder and all other Lenders without exceeding the 19.99% limit and the denominator of which shall be the total number of Additional ATM Warrants that Warrantholder and all other Lenders would have been issued but for the 19.99% limit and (B) the Company shall, as soon as practicable thereafter (but in any event within 60 days of the date of such issuance) obtain the approval of its stockholders to issue the number of Additional ATM Warrants that would have been issued to Warrantholder but for the 19.99% limit. Warrantholder and the Company agree and understand that the Loan Agreement provides that, before obtaining such approval, the Company shall not be permitted to elect to pay interest in the form Fee by issuance of PIK Interest ATM Warrants to the extent such election payment would result in the Company issuing Additional Warrants convertible into Warrant Shares that would result in it exceeding such 19.99% limit. (d) The number and the applicable Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings: