Common use of Issuance of Shares Clause in Contracts

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENCO SHIPPING & TRADING LIMITED 2005 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE BALTIC TRADING LIMITED 2010 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN BALTIC TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF BALTIC TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. The Company covenants and combination of shares or similar corporate agrees that all shares of Common Stock that may be rearrangement (other than Common Stock issued as a issued upon the exercise of the rights represented stock split or adjustments in respect of which by this Warrant will, upon issuance, be validly shall be covered by the terms of Section 3.1 issued, fully paid and nonassessable, and free above) and additional shares, other securities or from all taxes, liens and charges with respect to property issued in connection with a Change (as the issue thereof. The Company further covenants defined below) (which shall be covered by the and agrees that it will pay when due and payable terms of Section 3.4 below), then and in each such any and all federal and state taxes which may be case, the Holder hereof shall, upon the exercise payable in respect of the issue of this Warrant or of this Warrant, be entitled to receive, in any Common Stock or certificates therefor issuable addition to the number of shares of Common Stock upon the exercise of this Warrant. The Company receivable thereupon, and without payment of any further covenants and agrees that the Company will additional consideration therefor, the amount of at all times have authorized and reserved, free stock and other securities and property (including from preemptive rights, a sufficient number of cash in the cases referred to in clause (b) above shares of Common Stock to provide for the exercise and this clause (c)) which such Holder would hold in full of the rights represented by this Warrant. on the date of such exercise had such Holder been If at any time the number of authorized but the holder of record of such Common Stock as of unissued shares of Common Stock of the Company the date on which holders of Common Stock received shall not be sufficient to effect the exercise of or became entitled to receive such shares or all the Warrant in full, subject to the limitations other additional stock and other securities and set forth in Section 1.3 hereto, then the Company property. will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or 3.3 Reorganization, Reclassification, advisable to increase the number of its authorized Consolidation, Merger or Sale. If any shares of Common Stock as shall be sufficient to recapitalization, reclassification or permit the exercise of the Warrant in full, reorganization of the share capital of the subject to the limitations set forth in Section Company, or any consolidation or merger of the 1.3 hereto, including without limitation, using Company with another corporation, or the sale of its best efforts to obtain any necessary all or substantially all of its shares and/or stockholder approval of such increase. The Company assets or other transaction (including, without further covenants and agrees that if any shares of limitation, a sale of substantially all of its capital stock to be reserved for the purpose of assets followed by a liquidation) shall be the issuance of shares upon the exercise of this effected in such a way that holders of Common Warrant require registration with or approval of Stock shall be entitled to receive shares, any governmental authority under any federal or securities or other assets or property (a state law before such shares may be validly issued "Change"), then, as a condition of such Change, or delivered upon exercise, then the Company will lawful and adequate provisions shall be made by in good faith and as expeditiously as possible the Company whereby the Holder hereof shall endeavor to secure such registration or approval, thereafter have the right to purchase and receive as the case may be. If and so long as the Common (in lieu of the Common Stock of the Company Stock issuable upon the exercise of this Warrant immediately theretofore purchasable and receivable is listed on any national securities exchange or upon the exercise of the rights represented the Nasdaq Stock Market, the Company will, if hereby) such shares, securities or other assets or permitted by the rules of such exchange or market, property as may be issued or payable with respect list and keep listed on such exchange or market, to or in exchange for the number of outstanding upon official notice of issuance, all shares of Common Stock which such Holder would have been such Common Stock issuable upon exercise of this entitled to receive had such Holder exercised this Warrant.. Warrant immediately prior to the consummation of such Change. The Company or its successor shall 3. Other Adjustments. promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant 3.1

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. Such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENCO SHIPPING & TRADING LIMITED 2005 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE BALTIC TRADING LIMITED 2010 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF BALTIC TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue Upon surrender of this Warrant or any Common Stock and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to and in the name of the Holder hereof a certificate or certificates therefor issuable for the number of full Shares so purchased upon the exercise of this Warrant. Such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed to have become the holder of record of such Shares, as of the close of business on the date of surrender of this Warrant and payment of such Warrant Price, as aforesaid, regardless of whether, at such date, the transfer books for the Common Stock or other securities purchasable upon the exercise of this Warrant may be closed for any purpose. The Company further covenants date and agrees that time at which the Company will at all times Holder hereof shall be deemed to have authorized become a holder of record of such Shares is herein called the “Exercise Date.” Reference is made to a certain Investors Rights Agreement (the “Investors Rights Agreement”) by and reservedamong the Company, free from preemptive rightseach of the investors named in the Investors Rights Agreement (each an “Investor” and together the “Investors”), RBM Holdings, LLC, a sufficient number of shares of Common Stock to provide for Delaware limited liability company (“RBM Holdings”) and RBM Management Group, LLC, a Delaware limited liability company (“RBM Management”) dated October 12, 2007. The Holder agrees that, upon the exercise in full of the rights represented by all or any part of this Warrant. If at , as a condition to any time the number issuance of authorized but unissued shares of Common Stock of the Company, the Holder shall deliver to the Company and the Investors, a counterpart signature page to the Investors Rights Agreement pursuant to which such Holder shall not confirm its agreement as a Common Holder to be sufficient subject to effect the exercise and bound by all of the Warrant in full, subject to the limitations provisions set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantInvestors Rights Agreement.

Issuance of Shares. The Company covenants and agrees that all (a) Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock Units unless such shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable law and any applicable xxxxxxx xxxxxxx policy of the Company governing the Common Stock and you may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such applicable law or xxxxxxx xxxxxxx policy. (b) The shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in your name. The Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf. If you are deceased (or in case of your Disability and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to your executor, administrator, legally authorized guardian or personal representative. The Company may at any time place legends referencing any applicable law restrictions on all certificates representing shares of Common Stock issued pursuant to this Agreement, and the certificate shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require. You will, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in your possession in order to carry out the provisions of this Section 4(b). (c) The grant of the Restricted Stock Units and the shares of Common Stock issued in settlement of the Restricted Stock Units will be subject to and in compliance with all applicable requirements of applicable law with respect to such securities. No shares of Common Stock may be issued upon hereunder if the exercise issuance of such shares would constitute a violation of any applicable law. The inability of the rights represented Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by this Warrant will, upon issuance, the Company’s legal counsel to be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect necessary to the issue thereof. The lawful issuance of any shares subject to the Restricted Stock Units shall relieve the Company further covenants and agrees that it will pay when due and payable of any and all federal and state taxes which may be payable liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of this Warrant or any Common the Restricted Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that Units, the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock may require you to provide for the exercise in full of the rights represented by this Warrant. If at satisfy any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, qualifications that may be necessary or advisable appropriate, to increase the number of its authorized shares of Common Stock evidence compliance with any applicable law and to make any representation or warranty with respect thereto as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted requested by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantCompany.

Issuance of Shares. The Company covenants and agrees that all (a) Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock Units unless such shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other Applicable Law and any applicable xxxxxxx xxxxxxx policy of the Company governing the Common Stock and you may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such Applicable Law or xxxxxxx xxxxxxx policy. (b) The shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in your name. The Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf. If you are deceased (or in case of your Disability and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to your executor, administrator, legally authorized guardian or personal representative. The Company may at any time place legends referencing any Applicable Law restrictions on all certificates representing shares of Common Stock issued pursuant to this Agreement, and the certificate shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require. You will, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in your possession in order to carry out the provisions of this Section 4(b). (c) The grant of the Restricted Stock Units and the shares of Common Stock issued in settlement of the Restricted Stock Units will be subject to and in compliance with all applicable requirements of Applicable Law with respect to such securities. No shares of Common Stock may be issued upon hereunder if the exercise issuance of such shares would constitute a violation of any Applicable Law. The inability of the rights represented Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by this Warrant will, upon issuance, the Company’s legal counsel to be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect necessary to the issue thereof. The lawful issuance of any shares subject to the Restricted Stock Units shall relieve the Company further covenants and agrees that it will pay when due and payable of any and all federal and state taxes which may be payable liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of this Warrant or any Common the Restricted Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that Units, the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock may require you to provide for the exercise in full of the rights represented by this Warrant. If at satisfy any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, qualifications that may be necessary or advisable appropriate, to increase the number of its authorized shares of Common Stock evidence compliance with any Applicable Law and to make any representation or warranty with respect thereto as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted requested by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantCompany.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares Warrant Shares are duly authorized and reserved for issuance, and, upon conversion of Common the Preferred Stock that may be issued upon and the exercise of the rights represented by this Warrant willin accordance with their respective terms, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all Company, other than (i) restrictions on transferability as may be applicable under federal and state taxes which may be payable in respect of securities laws; (ii) restrictive stock legends contemplated by the issue of this Warrant Investment Agreements; or any Common Stock or certificates therefor issuable upon the exercise of this Warrant(iii) those created by Purchaser. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number board of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock directors of the Company shall not be sufficient has unanimously approved the issuance of the Preferred Stock and the Warrant pursuant to effect the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant in full, subject pursuant to the terms thereof (without giving effect to any limitations set forth on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously -------------------- recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 1.3 hereto4.12) at the Company's next stockholder meeting, then which shall be no later than July 31, 2001. No further authorization or approval (other than the Company will take all such corporate action as may, in Stockholder Approval) is required under the opinion rules of counsel Nasdaq with respect to the Companytransactions contemplated by this Agreement, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullincluding, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees (a) Provided that the Company will at all times have authorized Notice of Exercise and reserved, free from preemptive rights, a sufficient number of shares of Common Stock payment are in form and substance satisfactory to provide counsel for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of Company, the Company shall not be sufficient to effect issue the exercise Shares registered in the name of the Warrant in fullOptionee, subject to the limitations set forth in Section 1.3 heretoor, then the Company will take all such corporate action as mayif requested by Optionee, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise name of the Warrant in fullOptionee and his or her spouse or Optionee’s legal representative, subject to and shall deliver certificates representing the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any Shares with the appropriate legends affixed thereto. (b) All certificates representing the shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantOptionee’s Option shall, where applicable, have endorsed thereon any legends required by applicable law, including the following legends: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND CONSTITUTE “RESTRICTED SECURITIES” WITHIN THE MEANING OF THAT ACT, HAVE BEEN TAKEN FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE WITHIN THE UNITED STATES (INCLUDING TRADES EFFECTED FROM OUTSIDE OF THE UNITED STATES ON UNITED STATES PUBLIC MARKETS) UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THESE SHARES, IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS THEN IN FACT APPLICABLE TO THE OFFER OR SALE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT AND RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE SHAREHOLDER, THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE COMPANY THAT PLACE CERTAIN RESTRICTIONS ON THE RIGHTS OF HOLDERS OF THE SECURITIES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENTS. A COPY OF SUCH AGREEMENTS WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon No later than three business days following the exercise of any Warrant and the rights represented by this clearance of the funds in payment of the Warrant willPrice pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, upon issuancethe Company shall issue, or cause to be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect Registered Holder of such Warrant (or at the option of the Registered Holder, issue of this Warrant or any Common Stock a certificate or certificates therefor issuable upon representing) the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of full shares of Common Stock to provide which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without any applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock of the Company shall not be sufficient to effect the issuable upon exercise of the Warrant in full, subject Warrants is available for delivery to the limitations set forth in Section 1.3 hereto, then Registered Holder of the Company will take all such corporate action as may, Warrant or (b) in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to Warrants is exempt from the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may would be validly issued or delivered upon exerciseunlawful. In addition, then in no event will the Company will in good faith and as expeditiously as possible endeavor be obligated to secure pay such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on Registered Holder any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable cash consideration upon exercise of this or otherwise “net cash settle” the Warrant.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants so surrendered, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid, notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants (notwithstanding any notation of ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants (a) Within fifteen business days after receiving notice of exercise and agrees that all shares of Common Stock that may be issued upon the exercise payment of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessableaggregate Option Price, and free from all taxessubject to Optionee's payment or arrangement for payment of the applicable taxes as specified in Paragraph 4(b), liens and charges the Company shall issue to Optionee the number of Shares with respect to which the issue thereof. The Company further covenants Option was exercised, and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsshall deliver to Optionee, a sufficient number of shares of Common Stock certificate for such Shares. (b) Notwithstanding anything to provide for the exercise contrary contained in full of the rights represented by this Warrant. If Agreement, this Option may not be exercised if at any time the number Board of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be Directors determines it is necessary or advisable to increase the number of its authorized shares of Common Stock desirable as shall be sufficient to permit the exercise of the Warrant a condition of, or in fullconnection with, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares the Shares that (i) the Shares be listed, registered or qualified upon any securities exchange or under any state or federal law, or (ii) the exercise of this Warrant require registration with consent or approval of any governmental authority under be received. In no event may the Shares be issued in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any federal or state law before such shares may be validly issued or delivered upon exercise, then conditions not acceptable to the Board of Directors. The inability of the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as obtain from any regulatory body having jurisdiction the case may be. If and so long as authority deemed by the Company's counsel to be necessary to the lawful issuance of any shares of its Common Stock issuable upon hereunder shall relieve the exercise Company of this Warrant is listed on any national securities exchange liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained. Notwithstanding the Nasdaq Stock Marketforegoing, the Company willshall not be required to register under the Securities Act any Common Stock to be issued pursuant to exercise of the Option. (c) Notwithstanding anything to the contrary contained in this Agreement, if permitted by at any time specified herein for the rules issuance of shares to Optionee, any law, or any regulation or requirement of the Securities and Exchange Commission or any other federal, state or local governmental authority having jurisdiction, shall require either the Company or Optionee to take any action in connection with the shares then to be issued, the issuance of such exchange or market, list shares shall be deferred until such action shall have been taken. The Company shall be under no obligation to take such action and keep listed on such exchange or market, upon official notice the Company shall have no liability whatsoever as a result of issuance, all shares the non-issuance of such Common Stock issuable upon exercise shares as a result of this Warrantnot taking such action, except to refund to the Optionee any consideration tendered in respect of the Option Price.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon Class A common stock on Exercise. As soon as practicable after the exercise of any Warrant and the rights represented clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)) or the surrender of Warrants in connection with a cashless exercise, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A common stock to which he, she or it is entitled, registered in such name or names as may be directed by this Warrant willhim, upon issuance, be validly issued, fully paid and nonassessableher or it, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable if such Warrant shall not have been exercised in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsfull, a sufficient new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock Class A common stock as to provide for which such Warrant shall not have been exercised. Notwithstanding the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of foregoing, the Company shall not be sufficient obligated to effect deliver any shares of Class A common stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Warrant in fullSecurities Act with respect to the shares of Class A common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the limitations set forth in Company’s satisfying its obligations under Section 1.3 hereto7.4, then or a valid exemption from registration is available. No Warrant shall be exercisable and the Company will take all such corporate action as may, in the opinion of counsel shall not be obligated to the Company, be necessary or advisable to increase the number of its authorized issue shares of Common Stock as shall be sufficient to permit the Class A common stock upon exercise of a Warrant unless the Class A common stock issuable upon such Warrant in fullexercise has been registered, subject qualified or deemed to be exempt under the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval securities laws of such increasethe state of residence of the Registered Holder of the Warrants. The Company further covenants and agrees that if may require holders of Redeemable Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any shares exercise of capital stock to warrants on a “cashless basis”, the holder of any Warrant would be reserved for the purpose of the issuance of shares entitled, upon the exercise of this Warrant require registration with or approval such Warrant, to receive a fractional interest in a share of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock MarketClass A common stock, the Company willshall round down to the nearest whole number, if permitted by the rules number of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of Class A common stock to be issued to such Common Stock issuable upon exercise of this Warrantholder.

Issuance of Shares. (1) The Company Warrants, when issued as herein provided, and in the case of a Warrant Certificate, when countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Agreement, the Corporation shall cause the Shares to be acquired pursuant to the valid exercise of Warrants under this Agreement and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve, and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder. All Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. (2) As long as any Warrants remain outstanding, the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) it will maintain its corporate existence and agrees carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer or equivalent under the applicable securities laws of at least one of the provinces or territories of Canada (but this shall in no way prevent any tender offer, merger or similar transaction); (c) it will use commercially reasonable efforts to maintain the listing of its outstanding Shares on the TSX and to seek to ensure the Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue (but this shall in no way prevent any tender offer, merger or similar transaction); (d) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Agreement; (e) it will reserve and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder; (f) all shares of Common Stock that may be Shares which are issued upon the exercise of the rights represented by this Warrant willright to subscribe for and purchase provided for herein, upon issuancepayment of the Exercise Price, shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that non-assessable; and (g) it will pay when due duly and payable any punctually perform and carry out all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants acts and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock things to be reserved for the purpose of the issuance of shares upon the exercise of done by it as provided in this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. Such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE BALTIC TRADING LIMITED 2010 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN BALTIC TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF BALTIC TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificates evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing such shares of Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof. (c) The Company covenants may require as a condition of the delivery of stock certificates or the removal of any electronic coding or stop order, pursuant to Section 7(b) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and agrees that all other governmental tax withholding requirements related to the vesting of the applicable shares. The Board of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock that may or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be issued upon the exercise deemed for any purpose to be, or have rights as, a shareholder of the rights represented Company by this Warrant willvirtue of the grant of Restricted Stock, upon issuance, be validly issued, fully paid and nonassessableexcept to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof, and free then only from all taxesthe date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, liens and charges the Participant shall have the rights of a shareholder with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock, including the issue of this Warrant or any Common Stock or certificates therefor issuable upon right to vote the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullshares, subject to the limitations restrictions on transferability and the forfeiture provisions, as set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. (1) The Company Warrants, when issued as herein provided, and in the case of a Warrant Certificate, when countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Agreement, the Corporation shall cause the Shares to be acquired pursuant to the valid exercise of Warrants under this Agreement and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve, and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder. All Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. (2) As long as any Warrants remain outstanding, the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) it will maintain its corporate existence and agrees carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer or equivalent under the applicable securities laws of at least one of the provinces or territories of Canada (but this shall in no way prevent any tender offer, merger or similar transaction); (c) it will use commercially reasonable efforts to maintain the listing of its outstanding Shares on the Exchange and to seek to ensure the Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue (but this shall in no way prevent any tender offer, merger or similar transaction); (d) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Agreement; (e) it will reserve and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder; (f) all shares of Common Stock that may be Shares which are issued upon the exercise of the rights represented by this Warrant willright to subscribe for and purchase provided for herein, upon issuancepayment of the Exercise Price, shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that non-assessable; and (g) it will pay when due duly and payable any punctually perform and carry out all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants acts and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock things to be reserved for the purpose of the issuance of shares upon the exercise of done by it as provided in this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees represents that as of the issuance date of this Warrant, the Company will at all times does not have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the The Company shall not be sufficient to effect the exercise of the Warrant in fullundertakes, subject to the limitations set forth in Section 1.3 hereto, then the Company will to take all such corporate action as may, in the opinion of counsel to the Company, may be deemed necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible use its best efforts to endeavor to secure such registration or approvalapproval as soon as reasonably practical, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times when this Warrant is exercisable have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time when this Warrant is exercisable the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will use commercially reasonable efforts to take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best commercially reasonable efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. Notwithstanding the foregoing, at the date of execution of this Warrant, the Corporation does not have sufficient authorized but unissued shares of Common Stock for the purpose of effecting the conversion of this Warrant, and the Corporation will use commercially reasonable efforts to obtain the Shareholder Approval. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. (1) The Company Warrants, when issued as herein provided, and in the case of a Warrant Certificate, when countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Agreement, the Corporation shall cause the Shares to be acquired pursuant to the valid exercise of Warrants under this Agreement and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve, and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder. All Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. (2) As long as any Warrants remain outstanding, the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) it will maintain its corporate existence and agrees carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer or equivalent under the applicable securities laws of at least one of the provinces or territories of Canada (but this shall in no way prevent any tender offer, merger or similar transaction); (c) it will use commercially reasonable efforts to maintain the listing of its outstanding Shares on the Exchange and to seek to ensure the Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue (but this shall in no way prevent any tender offer, merger or similar transaction); (d) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Agreement; (e) it will reserve and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder; (f) all shares of Common Stock that may be Shares which are issued upon the exercise of the rights represented by this Warrant willright to subscribe for and purchase provided for herein, upon issuancepayment of the Exercise Price, shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that non-assessable; (g) it will pay when due duly and payable any punctually perform and carry out all federal and state taxes which may be payable in respect of the issue acts and things to be done by it as provided in this Agreement; and (h) it will promptly notify the Warrant Agent in writing of any default under the terms of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide Agreement which remains unrectified for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of more than ten days following its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantoccurrence.

Issuance of Shares. (a) The Company covenants shall deliver a stock certificate or certificates evidencing the shares of Warrant Stock purchased hereunder to the registered Holder or any other person so designated in the Notice of Exercise as promptly as practicable (in no event exceeding seven (7) business days) after the date on which the Company receives an executed Notice of Exercise and agrees payment in full of the Exercise Price in accordance with the terms hereof. The Company hereby represents and warrants that all shares of Common Warrant Stock that which may be issued upon the exercise of the rights represented by this Warrant will, upon issuancesuch exercise, be duly and validly authorized and issued, fully paid and nonassessablenonassessable shares of Common Stock of the Company, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue issuance thereof (other than liens or charges created by or imposed upon the holder of this the Warrant or any Stock). (b) A holder of shares of Common Stock or certificates therefor issuable issued upon the exercise of this Warrant, in whole or in part (other than a holder who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act of 1933, as amended or sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as Holder under Sections 6 and 16(a) of this Warrant. The Company further covenants and agrees that will, at the Company will at all times have authorized and reservedtime of each exercise of this Warrant, free from preemptive rightsin whole or in part, a sufficient number upon the request of the holder of the shares of Common Stock issued upon such exercise hereof, acknowledge in writing, in form reasonably satisfactory to provide for the exercise in full of the rights represented by this Warrant. If at such holder, its continuing obligation to afford to such holder all such rights; provided, however, that if such holder shall fail to make any time the number of authorized but unissued shares of Common Stock of the Company such request, such failure shall not be sufficient affect the continuing obligation of Company to effect the exercise of the Warrant in full, subject afford to the limitations set forth in Section 1.3 hereto, then the Company will take such holder all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantrights.

Issuance of Shares. The Company covenants (a) Within fifteen (15) business days after receiving notice of exercise and agrees that all shares of Common Stock that may be issued upon the exercise payment of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessableaggregate Option Price, and free from all taxessubject to Optionee’s (i) payment or arrangement for payment of the applicable taxes as specified in Paragraph 5(b), liens and charges (ii) execution of the Restricted Stock Agreement pursuant to Paragraph 7, below, the Company shall issue to Optionee the number of Shares with respect to which this Option was exercised, and shall deliver to Optionee, or if applicable under the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of Restricted Stock Agreement, to the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsEscrow Agent, a sufficient number of shares of Common Stock certificate for such Shares. In no event shall any fractional Shares be issued under this Agreement. (b) Notwithstanding anything to provide for the exercise contrary contained in full of the rights represented by this Warrant. If Agreement, this Option may not be exercised if at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be Administrator determines it is necessary or advisable to increase the number of its authorized shares of Common Stock desirable as shall be sufficient to permit the exercise of the Warrant a condition of, or in fullconnection with, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares the Shares that (i) the Shares be listed, registered or qualified upon any securities exchange or under any state or federal law, or (ii) the exercise of this Warrant require registration with consent or approval of any governmental authority under any federal be received. In no event may the Shares be issued, in whole or state law before in part, unless such shares may be validly issued listing, registration, qualification, consent or delivered upon exercise, then approval has been effected or obtained on terms acceptable to the Administrator. The inability of the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as obtain from any regulatory body having jurisdiction the case may be. If and so long as authority deemed by the Company’s counsel to be necessary to the lawful issuance of any shares of its Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, hereunder shall relieve the Company will, if permitted by of any liability in respect of the rules of such exchange nonissuance or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares sale of such Common Stock issuable upon as to which such authority shall not have been obtained. Notwithstanding the foregoing, the Company shall not be required to register under the Securities Act any Shares to be issued pursuant to exercise of the Option. (c) Notwithstanding anything to the contrary contained in this WarrantAgreement, if at any time specified herein for the issuance of shares to Optionee, any Applicable Law shall require either the Company or Optionee to take any action in connection with the Shares then to be issued, the issuance of such Shares shall be deferred until such action shall have been taken. The Company shall be under no obligation to take such action and the Company shall have no liability whatsoever as a result of the non-issuance of such Shares as a result of not taking such action, except that in such event the Company shall refund any consideration tendered in respect of the Option Price to the Optionee.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may Shares to be issued upon under this Agreement have been, or with respect to Shares to be purchased by the exercise Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery to the Investor hereunder of such VWAP Purchase Notice, duly authorized by all necessary corporate action on the part of the rights represented Company. If the Company has elected to pay the Commitment Fee by issuing the Commitment Shares pursuant to this Warrant willAgreement, upon issuancethe Commitment Shares have been duly authorized by all necessary corporate action on the part of the Company. The Commitment Shares (as applicable), when issued to the Investor in accordance with this Agreement, and the Shares, when issued and sold against payment therefor in accordance with this Agreement, shall be validly issuedissued and outstanding, fully paid and nonassessable, non-assessable and free from all liens, charges, taxes, liens security interests, encumbrances, rights of first refusal, preemptive or similar rights and charges other encumbrances with respect to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Ordinary Shares. The Company further covenants An aggregate of 6,000,000 Ordinary Shares have been duly authorized and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that initially reserved by the Company will at all times have authorized for issuance and reserved, free from preemptive rights, a sufficient number of shares of Common Stock sale to provide for the exercise in full of the rights represented by Investor as Shares pursuant to VWAP Purchases under this WarrantAgreement. If at any time the number of authorized but unissued shares Ordinary Shares reserved for issuance pursuant to this Agreement is not sufficient for the issuance of Common Stock Shares to the Investor pursuant to one or more VWAP Purchases that may be effected under this Agreement, the Company will duly authorize by all necessary corporate action on the part of the Company shall not the reservation of such additional number of Ordinary Shares that may be sufficient to effect the exercise of the Warrant in full, subject issued as Shares to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel Investor pursuant to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantVWAP Purchases.

Issuance of Shares. (a) The Company covenants will issue to the Grantee one share of Common Stock in satisfaction of each Restricted Stock Unit in which the Grantee vests; provided, however, that the value of any fractional shares shall be paid in cash. (b) Unless the Grantee elected to defer the receipt of the shares underlying the Restricted Stock Units as described in Paragraph 5 below, shares attributable to any vested Restricted Stock Units shall be issued to the Grantee within thirty (30) days following their applicable vesting date specified in the Notice (the “Redemption Date”). In no event shall any shares be distributed with respect to Restricted Stock Units in which the Grantee is not vested at that time. (c) The Company’s obligation to deliver shares under this Agreement shall be subject to the Grantee’s satisfaction of all applicable income and agrees employment withholding taxes. Subject to the approval of the Committee, the Grantee may elect to satisfy any tax withholding obligations of the Company with respect to the Restricted Stock Units by having shares withheld up to an amount that all does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, and local tax liabilities. Unless the Company has received a cash payment from the Grantee equal to the applicable income and employment withholding taxes before the close of business, on the date such withholding obligations arise, the Company may withhold, from the Grantees other wages, the amount necessary to satisfy the Company’s minimum tax withholding obligation associated with the Restricted Stock Units. If such other wages are not available or are insufficient to cover the tax withholding obligation, the Company may withhold, from the shares of Common Stock otherwise issuable pursuant to this Agreement, the smallest number of shares with an aggregate Fair Market Value (as defined in the Plan) sufficient to satisfy the remaining amount of the minimum income and employment withholding taxes due at such time (including any additional withholding taxes resulting from the application of such shares). (d) The obligation of the Company to deliver shares shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the shares, the shares may not be issued upon the exercise in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect any conditions not acceptable to the issue thereof. Committee. (e) The Company further covenants and Grantee agrees that it will pay when due and payable any and all federal and state taxes which may to be payable in respect of bound by the issue of this Warrant or any Common Stock or certificates therefor issuable upon Company’s policies regarding the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number transfer of shares of Common Stock to provide for and understands that there may be certain times during the exercise year in full of which the rights represented by this WarrantGrantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or encumbering shares. If In addition, if, at any the time the number of authorized but unissued shares of Common underlying the Restricted Stock of the Company shall not Units are to be sufficient to effect the exercise of the Warrant in full, subject distributed to the limitations set forth in Section 1.3 heretoGrantee, then the Company will take all such corporate action as may, in the opinion of counsel to Grantee is employed by the Company, be necessary or advisable to increase any subsidiary, at the number level of its authorized shares of Common Stock as Vice President or above, the Grantee shall be sufficient required to permit the exercise hold two-thirds (2/3) of the Warrant in fullshares underlying the Restricted Stock Units distributed to him or her until the Grantee satisfies any applicable stock ownership requirements established by the Company, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of as such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares requirements may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor amended from time to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warranttime.

Issuance of Shares. The Company covenants Shares and agrees that all shares of Common Stock that may be the Warrants are duly authorized, and when issued upon and paid for in accordance with the exercise of the rights represented by this Warrant willterms hereof, upon issuance, shall be validly issued, fully paid and nonassessable. The Company, as at the Series C Closing Date, Series D Closing Date and free from Series E Closing Date, as the case may be, has and at all taxestimes while the Shares and any Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, liens the Warrants and charges the Certificates of Designation with respect to the issue thereof. The Company further covenants number of Shares and agrees that it will pay when due Warrants issued and payable any outstanding at such Closing Date and all federal in no circumstances shall such reserved and state taxes which may be payable in respect available shares of the issue of this Warrant or any Common Stock or certificates therefor issuable upon be less than the exercise sum of this Warrant. The Company further covenants and agrees that (i) two times the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock which would be issuable upon conversion of the Shares issued pursuant to provide the terms hereof (the "Underlying Shares") with respect to the number of Shares and Warrants issued and outstanding at such Closing Date were such conversion effected on the Original Issue Date for such Shares and (ii) the number of shares of Common Stock which would be issuable upon exercise in full of the rights represented by this WarrantWarrants (the "Warrant Shares"). If at any time When issued in accordance with the number terms hereof and the Certificates of authorized but unissued shares of Common Stock of Designation, the Company shall not Underlying Shares will be sufficient to effect the duly authorized, validly issued, fully paid and nonassessable; and when issued upon exercise of the Warrant Warrants in fullaccordance with their respective terms, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullShares will be duly authorized, subject to the limitations set forth in Section 1.3 heretovalidly issued, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants fully paid and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantnonassessable.

Issuance of Shares. The During the Restricted Period (as defined in the Plan), the certificates representing the Target Award Restricted Shares, shall be registered in the Holder’s name and bear a restrictive legend disclosing the Restrictions and the existence of this Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company covenants and agrees that of all shares of Common Stock that may be issued upon the exercise or any portion of the rights represented by Target Award Restricted Shares which shall be forfeited in accordance with the terms of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofAward. The Company further covenants will retain custody of all related Restricted Share Distributions, which will be subject to the same Restrictions, terms, and agrees conditions as their related Target Award Restricted Shares, until Holder is entitled to receive Vested Share certificates for the such Target Award Restricted Shares; and provided, further, that it will pay when due the Restricted Share Distributions which relate to Target Award Restricted Shares which are forfeited, shall be forfeited on the same date as such Target Award Restricted Shares are forfeited; and payable provided, further, that any and all federal and state taxes which may Restricted Share Distributions shall not bear interest or be payable in respect segregated into a separate account but shall remain a general asset of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in fullCompany, subject to the limitations set forth in Section 1.3 heretoclaims of the Company’s creditors, then until the Company will take all such corporate action conclusion of the applicable Restricted Period; and provided, finally, that on the date of any material breach of any terms of this Award, as may, reasonably determined by the Committee (as defined in the opinion Plan), there shall be, automatically and without notice, an immediate forfeiture of counsel to the Company, be necessary or advisable to increase the number all of its authorized shares of both Target Award Restricted Shares and Restricted Share Distributions. Target Award Restricted Shares shall constitute issued and outstanding Common Stock as shall be sufficient to permit the exercise of the Warrant in fullfor all corporate purposes and, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose Holder shall have all of the issuance rights and privileges of shares upon an owner of the exercise Target Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of this Warrant require registration with or approval the certificates evidencing any of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisethe Target Award Restricted Shares, then nor the Company will in good faith related Restricted Share Distributions, unless and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantuntil they become Vested Shares.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant willUnits are duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of this Agreement and the other Transaction Documents, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, rights of first refusal or other similar rights of stockholders of the Company or any other person and will not impose personal liability on the holders thereof. Subject to receipt of the Stockholder Approvals, the Conversion Shares will be duly authorized and reserved for issuance, and, upon conversion of the Preferred Stock in accordance with respect the terms thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, rights of first refusal or other similar rights of stockholders of the issue Company and the issuance of the Conversion Shares in accordance with the terms of this Agreement and the Certificate of Designation will not impose personal liability upon the holder thereof. The Company further covenants Warrant Shares shall be duly authorized and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect reserved for issuance, and, upon exercise of the issue Warrants in accordance with the terms thereof, subject to receipt of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants Stockholder Approvals, will be validly issued, fully paid and agrees that the Company will at all times have authorized non-assessable, and reserved, free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, a sufficient number rights of shares first refusal or other similar rights of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock stockholders of the Company shall not be sufficient to effect and the exercise issuance of the Warrant Shares in full, subject to accordance with the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion terms of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of this Agreement and the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares will not impose personal liability upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantholder thereof.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofthereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all transfer taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 1.2 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 1.2 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The In connection with this Note, the Company covenants and agrees that all shall issue to the Lender ___ shares of Common Stock that may be issued upon its common stock, par value $0.01 per share [four tenths of one share per dollar of principal amount loaned to the exercise Company] (the "Shares"). The Lender shall pay to the Company the par value of the rights represented by this Warrant willShares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender's own account, upon issuance, be validly issued, fully paid and nonassessablenot as a nominee or agent, and free from all taxesnot with the view to, liens and charges with respect to the issue or for resale in connection with, any distribution thereof. The Company further covenants Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, including those risk factors discussed in the Company's filings with the Securities and Exchange Commission, and there can be no assurance the Lender will not lose all of the Lender's investment. The Lender agrees that it will pay when due each certificate representing the Shares (and payable any and all federal and state taxes which may be payable in respect of the issue shares issued upon conversion of this Warrant Note or any Common Stock or certificates therefor issuable upon the exercise of any warrants issued upon a default under this WarrantNote) shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Company further covenants and agrees that the Company will at all times have authorized and reservedTHEY MAY NOT BE SOLD, free from preemptive rightsOFFERED FOR SALE, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this WarrantWarrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares of Common Stock that Warrant Shares are duly ------------------ authorized and reserved for issuance, and, upon conversion or exercise (as the case may be issued upon the exercise be) of the rights represented by this Warrant willConvertible Securities in accordance with the terms thereof, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances, except as created by the Purchasers, and will not be subject to preemptive rights, except as created by the Purchasers, or to the Company's knowledge after reasonable investigation other similar rights of stockholders of the Company. The Convertible Securities are duly authorized and reserved for issuance, and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances (except as granted by the Purchasers) and are not and will not be subject to preemptive rights (except as granted by the Purchasers) or to the issue thereofCompany's knowledge after reasonable investigation other similar rights of stockholders of the Company (other than as created by the Purchasers). The Company further covenants and agrees that it Certificate of Designations has been duly filed (or will pay when due and payable any and all federal and state taxes which may be payable in respect be) as of the issue Closing Date with the Secretary of this Warrant State of the State of Delaware, and the Preferred Stock is (or any Common Stock or certificates therefor issuable shall be upon such filing) entitled to all of the exercise of this Warrantrights, preferences and privileges set forth therein. The Company further covenants and agrees that Board of Directors of the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number (the "Board") has unanimously approved the issuance of shares of Common Stock to provide for upon conversion of shares of Preferred Stock and upon the exercise in full of the rights represented by this Warrant. If at any time Warrants pursuant to the number terms hereof and thereof, including the circumstance where such conversion would, in the aggregate, require issuance in excess of authorized but unissued twenty percent (20%) of the outstanding shares of Common Stock (the "Rule 4460(i) Authorization") and has unanimously recommended to the --------------------------- stockholders of the Company shall not be sufficient to effect the exercise approval of the Warrant Rule 4460(i) Authorization. Accordingly, no further corporate authorization or approval (other than the Stockholder Approval (as defined in full, subject Section 4.13)) is required under the rules of Nasdaq with respect to the limitations set forth in Section 1.3 heretotransaction contemplated by this Agreement, then the Company will take all such corporate action as mayincluding, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The (a) Forthwith following the Effective Time, the Company covenants shall, subject to Section 3.1(b), issue and agrees deliver to the Transfer Agent one or more irrevocable treasury directions authorizing the Transfer Agent, as the registrar and transfer agent of the Common Shares, Proportionate Voting Shares and Exchangeable Shares, to register and issue the aggregate number of Proportionate Voting Shares and Exchangeable Shares, as applicable, to which each of the JW Entities, Canopy Growth and Canopy Rivers are entitled in accordance with Sections 2.3(b) and (d). (b) Upon surrender to the Transfer Agent for cancellation of a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding Common Shares that all shares were transferred or deemed to be transferred, as applicable, pursuant to Section 2.3, together with such additional documents and instruments as the Transfer Agent may reasonably require, the holder of the Common Shares represented by such surrendered certificate(s) shall be entitled to receive in exchange therefore, and the Transfer Agent shall deliver to such holder, the applicable consideration that such holder has the right to receive under this Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to Section 3.4, and any certificate(s) so surrendered shall forthwith be cancelled. (c) Until surrendered as contemplated by this Section 3.1, each certificate that immediately prior to the Effective Time represented Common Shares that were transferred or deemed to be transferred, as applicable, pursuant to Section 2.3 shall be deemed after the Effective Time to represent only the right to receive upon such surrender the consideration which such holder has the right to receive under this Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to Section 3.4. (d) No holder of Common Stock that may be issued upon the exercise Shares, Options or Warrants as of the rights represented by this Warrant will, upon issuance, Effective Time shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges entitled to receive any consideration with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise Shares, Options or Warrants under this Plan of Arrangement other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this WarrantSection 3.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or exchange, the Nasdaq Stock Market, or the OTC Bulletin Board, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is quoted on the OTC Bulletin Board or listed on any national securities exchange or the Nasdaq Stock MarketMarket or other automated quotation system, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid; notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants (notwithstanding any notation of ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants Common Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, free and free from clear of all taxes, liens and charges with respect Liens imposed by the Company. Prior to the issue thereof. The Company further covenants and agrees that it Closing Time, the Certificate of Designations will pay when due and payable any and all federal and state taxes which may be payable in respect have been filed with the Secretary of State of the issue State of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants Delaware and agrees that will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. As of the Closing Time, the Series B Preferred Shares will at all times have be duly authorized and, when issued in accordance with this Agreement, will be duly and reservedvalidly issued, fully paid and nonassessable, free from preemptive rightsand clear of all Liens imposed by the Company. As of the Closing Time, a sufficient number of the Conversion Shares and other shares of Common Stock issuable upon conversion or redemption of, or otherwise pursuant to provide for the exercise in full terms of, the Series B Preferred Shares, will be duly authorized and, when issued upon conversion or redemption of, or otherwise pursuant to the Certificate of Designations of the rights represented Series B Preferred Shares will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by this Warrantthe Company. If at any time As of the number of authorized but unissued Closing Time, the Warrant Shares (as defined in the Warrants) and other shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of, or otherwise pursuant to, the Warrants will be duly authorized and, when issued upon exercise of, or otherwise pursuant to, the Warrants, will be duly and validly issued, fully paid and non-assessable, free and clear of this Warrantall Liens imposed by the Company. As of the Closing Time, the Company will have reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to the Series B Preferred Shares and the Warrants.

Issuance of Shares. The Upon satisfaction of the conditions set forth in Section 7 above, the Company covenants and agrees shall evidence the purchase of the Optioned Shares then being purchased by the Participant (or the person(s) exercising the Participant’s Stock Option in the event of the Participant’s death) in any manner deemed appropriate by the Company (including, but not limited to, a book entry for the shares or a certificate for such shares); provided that all the obligation of the Company to deliver shares of Common Stock that shall be subject to compliance with all applicable requirements of federal, state, and foreign securities laws. In addition, the Stock Option may not be issued upon exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges Stock Option in effect with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor shares issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. PARTICIPANTS ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, PARTICIPANTS MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or advisable sell such shares as to increase the number of its authorized shares of Common Stock as shall be sufficient which such requisite authority has not been obtained. As a condition to permit the exercise of the Warrant in fullStock Option, subject the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the limitations set forth in Company. In accordance with Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose 10.3 of the issuance Plan, the Company or any subsidiary of shares upon the exercise Company shall have the right to withhold any amount necessary, and/or make such other arrangements as it considers necessary, to satisfy any federal, state or provincial, local or other tax obligations required by the laws of this Warrant require registration with the United States and/or any other applicable jurisdiction. If the Participant fails to pay for any of the Optioned Shares specified in the Participant’s Notice of Exercise or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisefails to accept delivery thereof, then the Company will in good faith and as expeditiously as possible endeavor Participant’s right to secure purchase such registration or approval, as the case Optioned Shares may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted be terminated by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantCompany.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times after the Approval Date have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time after the Approval Date the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. In connection with this Note Extension, the Company shall issue to the Lender ___ shares of its common stock, par value $0.00 per share (the “Shares”). The Lender shall pay to the Company covenants the par value of the Shares. The Lender represents that the Lender is acquiring the Shares for investment for the Lender’s own account, not as a nominee or agent, and not with the view to, or for the resale in connection with, any distribution thereof. The Lender understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations expressed herein. The Lender acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender understands that the Shares involve a high degree of risk, and there can be no assurance the Lender will not lose all of the Lender’s investment. The Lender agrees that all each certificate representing the Shares (and any shares of Common Stock that may be issued upon the conversion of this Note or exercise of any warrants issued upon a default under this Note) shall bear a legend in substantially the rights represented by this Warrant willfollowing form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, upon issuanceOFFERED FOR SALE, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock Ordinary Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock Ordinary Shares or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock Ordinary Shares to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Ordinary Shares of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock Ordinary Shares as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock Ordinary Shares issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock Ordinary Shares issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Conversion Shares and agrees that all shares Warrant Shares are duly authorized and reserved for issuance, and, upon conversion of Common the Preferred Stock that may be issued upon and the exercise of the rights represented by this Warrant willin accordance with their respective terms, upon issuance, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and charges with respect encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all Company, other than (i) restrictions on transferability as may be applicable under federal and state taxes which may be payable in respect of securities laws; (ii) restrictive stock legends contemplated by the issue of this Warrant Investment Agreements; or any Common Stock or certificates therefor issuable upon the exercise of this Warrant(iii) those created by Purchaser. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number board of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock directors of the Company shall not be sufficient has unanimously approved the issuance of the Preferred Stock and the Warrant pursuant to effect the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant in full, subject pursuant to the terms thereof (without giving effect to any limitations set forth on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 1.3 hereto4.12) at the Company's next stockholder meeting, then which is currently scheduled for May __, 2001. No further authorization or approval (other than the Company will take all such corporate action as may, in Stockholder Approval) is required under the opinion rules of counsel Nasdaq with respect to the Companytransactions contemplated by this Agreement, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullincluding, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Conversion Shares and the Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Shares and the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed inclusion thereof on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantNasdaq.

Issuance of Shares. The Investor Shares and the Other Shares, when purchased and issued at the First Closing or the Second Closing (as applicable) in accordance herewith, will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof other than restrictions on transfer provided under applicable state and federal securities laws and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Company covenants and agrees that all shares has available for issuance as of the First Closing Date, the Common Stock that may be issued initially issuable upon the exercise of the rights represented by this First Closing Warrant willand the Second Amended and Restated Warrant. In addition, upon the Company will have available for issuance, as of the Second Closing Date, the Common Stock initially issuable upon the exercise of any Additional Warrant, the Third Amended and Restated Warrant and the Other Warrants (as if such exercise occurred on the First Closing Date or the Second Closing Date, as the case may be). The Warrant Shares and Other Warrant Shares, when purchased and issued at the First Closing or the Second Closing (as applicable) in accordance herewith, will be duly authorized and reserved for issuance and, when purchased and issued upon exercise of the New Investor Warrants, the Second Amended and Restated Warrant, the Third Amended and Restated Warrant or the Other Warrants (as applicable) in accordance their terms, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances with respect to the issue thereof. The Company further covenants thereof other than restrictions on transfer provided under applicable state and agrees that it will pay when due federal securities laws and payable any and all federal and state taxes which may shall not be payable in respect subject to preemptive rights or other similar rights of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock shareholders of the Company shall and will not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares impose personal liability upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantholder thereof.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon In exchange for the exercise contribution of the rights represented Contributed Assets, the Company hereby agrees to issue the GES Closing Shares and the right to receive the GES Contingent Shares to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities. The Shares shall be the total consideration paid by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges required of the Company with respect to the issue thereof. subject matter of this Agreement. (a) The Company further covenants Parties acknowledge and agrees agree that it will pay when due and payable any and all federal and state taxes which may be payable in respect the portion of the issue of this Warrant or any Common Stock or certificates therefor issuable GES Shares that constitute the GES Closing Shares shall be issued to GES upon the exercise Closing. (b) The Parties acknowledge and agree that the portion of this Warrant. The Company further covenants and agrees the GES Shares constituting the GES Contingent Shares shall be issued to GES as follows: (i) 20% of the GES Contingent Shares shall be issued to GES on the date that the Company will at all times and its Affiliates (but not including GES, RAC or any of their respective direct or indirect equity owners) have authorized and reserved, free from preemptive rights, a sufficient number minimum of shares of Common Stock to provide for the exercise in full eleven (11) Qualifying Rigs; (ii) 20% of the rights represented by GES Contingent Shares shall be issued to GES on the date that the Company and its Affiliates (but not including GES, RAC or any of their respective direct or indirect equity owners) have a minimum of twelve (12) Qualifying Rigs; (iii) 20% of the GES Contingent Shares shall be issued to GES on the date that the Company and its Affiliates (but not including GES, RAC or any of their respective direct or indirect equity owners) have a minimum of thirteen (13) Qualifying Rigs; and (iv) 20% of the GES Contingent Shares shall be issued to GES on the date that the Company and its Affiliates (but not including GES, RAC or any of their respective direct or indirect equity owners) have a minimum of fourteen (14) Qualifying Rigs; (v) Any remaining unissued GES Contingent Shares shall be issued to GES on the date that the Company and its Affiliates (but not including GES, RAC or any of their respective direct or indirect equity owners) have a minimum of fifteen (15) Qualifying Rigs. (c) Notwithstanding anything contained in this Warrant. If Section 2.5 to the contrary, if at any time any portion of the number GES Contingent Shares is to be issued to GES pursuant to Section 2.5(b), less than seventy percent (70%) of authorized but unissued shares of Common Stock of the Company’s Qualifying Rigs are deployed or under written contract to be deployed, then the Company shall not be sufficient issue such GES Contingent Shares to effect the exercise GES until such time as seventy percent (70%) or more of the Warrant Company’s Qualifying Rigs are deployed or under written contract to be deployed. (d) Notwithstanding anything contained in full, subject this Section 2.5 to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as maycontrary, in the opinion event that there is a Change of counsel to Control of the Company, then immediately upon consummation of such Change of Control, GES shall be necessary or advisable entitled to increase receive any remaining unissued GES Contingent Shares and such GES Contingent Shares shall be immediately issued to GES upon the closing of such Change of Control transaction. (e) Notwithstanding anything contained in this Section 2.5 to the contrary, in the event that there are any GES Contingent Shares that are not required to be issued as of December 31, 2013 because the requisite number of its authorized shares Qualifying Rigs have not been constructed or acquired or are not capable of Common Stock as being marketed and commencing operations or the events contemplated by Sections 2.5(c) and 2.5(d) have not yet occurred (the “Remaining GES Contingent Shares”), GES’ right to receive the Remaining GES Contingent Shares under this Agreement, including pursuant to Sections 2.5(b), 2.5(c) or 2.5(d), shall be sufficient to permit the exercise of the Warrant forfeited and terminated in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increaseall respects. The Company further covenants and agrees to make a good faith effort to complete any drilling rigs under construction during the fourth quarter of 2013 so that if such drilling rigs become Qualifying Rigs on or before December 31, 2013. (f) So long as any shares of capital stock GES Contingent Shares have not been issued to be reserved for GES, the purpose Parties agree that the construction or acquisition of the issuance Company’s eleventh (11th) though the fifteenth (15th) Qualifying Rigs will not commence unless and until a majority of shares upon the exercise disinterested members of this Warrant require registration with or approval the Board of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then Directors of the Company will in good faith or a committee comprised solely of disinterested members of the Board of Directors have approved the capital expenditures of the Company related to such Qualifying Rigs. For the avoidance of doubt, Xxx Xxxxx and as expeditiously as possible endeavor to secure such registration or approvalXxxxx Xxxxxx are, as of the case may bedate hereof, interested directors due to their concurrent service as directors of GES, and Xxxxx Xxxx is currently an interested director due to his minority ownership interest in GES. If and so long as This approval requirement will terminate on the Common Stock issuable upon date that is the exercise earlier of this Warrant is listed (i) the date on any national securities exchange which GES has been issued all of the outstanding GES Contingent Shares or the Nasdaq Stock Market(ii) December 31, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant2013.”

Issuance of Shares. The Upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants so surrendered, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid, notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants are then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Company further covenants and agrees that Warrants shall be exercisable, at the Company will at all times have authorized and reservedelection of the registered holder hereof, free either as an entirety or from preemptive rights, a sufficient time to time for part of the number of shares of Common Stock Shares specified herein, but in no event shall fractional Shares be issued with regard to provide for the exercise in full of the rights represented by this WarrantWarrants. If In the event that only a portion of the Warrants are exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of authorized but unissued shares Shares purchasable pursuant hereto. Prior to due presentment for registration of Common Stock transfer of the Warrants, the Company shall deem and treat the Warrantholder as the absolute owner of the Warrants for the purpose of any exercise hereof or any distribution to the Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants (a) Within fifteen (15) business days after receiving notice of exercise and agrees that all shares of Common Stock that may be issued upon the exercise payment of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessableaggregate Option Price, and free from all taxessubject to Optionee's payment or arrangement for payment of the applicable taxes as specified in Paragraph 4(b), liens and charges execution by Optionee of the Restricted Stock Agreement pursuant to Paragraph 6 of the Agreement, the Company shall issue to Optionee the number of Shares with respect to which the issue thereof. The Company further covenants Option was exercised, and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of shall deliver to Optionee, or if applicable under a Restricted Stock Agreement to the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsEscrow Agent, a sufficient number of shares of Common Stock certificate for such Shares. (b) Notwithstanding anything to provide for the exercise contrary contained in full of the rights represented by this Warrant. If Agreement, this Option may not be exercised if at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be Committee determines it is necessary or advisable to increase the number of its authorized shares of Common Stock desirable as shall be sufficient to permit the exercise of the Warrant a condition of, or in fullconnection with, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares the Shares that (i) the Shares be listed, registered or qualified upon any securities exchange or under any sate or federal law, or (ii) the exercise of this Warrant require registration with consent or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisereceived, then the issuance of the Shares may not be consummated in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. The inability of the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as obtain from any regulatory body having jurisdiction the case may be. If and so long as authority deemed by the Company's counsel to be necessary to the lawful issuance of any shares of its Common Stock issuable upon hereunder shall relieve the exercise Company of this Warrant is listed on any national securities exchange liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained. Notwithstanding the Nasdaq Stock Marketforegoing, the Company willshall not be required to register under the Securities Act any Common Stock to be issued pursuant to exercise of the Option. (c) Notwithstanding anything to the contrary, if permitted by any time specified herein for the rules issuance of shares to Optionee, any law, or any regulation or requirement of the Securities and Exchange Commission or any other federal, state or local governmental authority having jurisdiction, shall require with the Company or Optionee to take any action in connection with the shares then to be issued, the issuance of such exchange or market, list shares shall be deferred until such action shall have been taken. The Company shall be under no obligation to take such action and keep listed on such exchange or market, upon official notice the Company shall have no liability whatsoever as a result of issuance, all shares the non-issuance of such Common Stock issuable upon exercise shares as a result of this Warrantnot taking such action, except to refund to the Optionee any consideration tendered in respect of the Option Price.

Issuance of Shares. The Company covenants (a) Within fifteen business days after receiving notice of exercise and agrees that all shares of Common Stock that may be issued upon the exercise payment of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessableaggregate Option Price, and free from all taxessubject to Optionee's payment or arrangement for payment of the applicable taxes as specified in Paragraph 4(b), liens and charges the Company shall issue to Optionee the number of Shares with respect to which the issue thereof. The Company further covenants Option was exercised, and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rightsshall deliver to Optionee, a sufficient number of shares of Common Stock certificate for such Shares. (b) Notwithstanding anything to provide for the exercise contrary contained in full of the rights represented by this Warrant. If Agreement, this Option may not be exercised if at any time the number Board of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be Directors determines it is necessary or advisable to increase the number of its authorized shares of Common Stock desirable as shall be sufficient to permit the exercise of the Warrant a condition of, or in fullconnection with, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares the Shares that (i) the Shares be listed, registered or qualified upon any securities exchange or under any state or federal law, or (ii) the exercise of this Warrant require registration with consent or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercisereceived, then the issuance of the Shares may not be consummated in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board of Directors. The inability of the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as obtain from any regulatory body having jurisdiction the case may be. If and so long as authority deemed by the Company's counsel to be necessary to the lawful issuance of any shares of its Common Stock issuable upon hereunder shall relieve the exercise Company of this Warrant is listed on any national securities exchange liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained. Notwithstanding the Nasdaq Stock Marketforegoing, the Company willshall not be required to register under the Securities Act any Common Stock to be issued pursuant to exercise of the Option. (c) Notwithstanding anything to the contrary contained in this Agreement, if permitted by at any time specified herein for the rules issuance of shares to Optionee, any law, or any regulation or requirement of the Securities and Exchange Commission or any other federal, state or local governmental authority having jurisdiction, shall require either the Company or Optionee to take any action in connection with the shares then to be issued, the issuance of such exchange or market, list shares shall be deferred until such action shall have been taken. The Company shall be under no obligation to take such action and keep listed on such exchange or market, upon official notice the Company shall have no liability whatsoever as a result of issuance, all shares the non-issuance of such Common Stock issuable upon exercise shares as a result of this Warrantnot taking such action, except to refund to the Optionee any consideration tendered in respect of the Option Price.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Unit Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Unit Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Unit Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Unit Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Unit Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Unit Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Unit Warrant.

Issuance of Shares. The Company covenants and agrees that all (a) Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock Units unless such shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable law and any applicable ixxxxxx xxxxxxx policy of the Corporation governing the Common Stock and you may not sell the shares of Common Stock if the Corporation determines that such sale would not be in material compliance with such applicable law or ixxxxxx xxxxxxx policy. (b) The shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in your name. The Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf. If you are deceased (or in case of your Disability and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to your executor, administrator, legally authorized guardian or personal representative. The Company may at any time place legends referencing any applicable law restrictions on all certificates representing shares of Common Stock issued pursuant to this Agreement, and the certificate shall bear such restrictive legends or restrictions as the Corporation, in its sole discretion, shall require. You will, at the request of the Corporation, promptly present to the Corporation any and all certificates representing shares acquired pursuant to this Agreement in your possession in order to carry out the provisions of this Section 4(b). (c) The grant of the Restricted Stock Units and the shares of Common Stock issued in settlement of the Restricted Stock Units will be subject to and in compliance with all applicable requirements of applicable law with respect to such securities. No shares of Common Stock may be issued upon hereunder if the exercise issuance of such shares would constitute a violation of any applicable law. The inability of the rights represented Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by this Warrant will, upon issuance, the Corporation’s legal counsel to be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect necessary to the issue thereof. The Company further covenants and agrees that it will pay when due and payable lawful issuance of any and all federal and state taxes which may be payable shares subject to the Restricted Stock Units shall relieve the Corporation of any liability in respect of the failure to issue of this Warrant or any Common Stock or certificates therefor issuable upon such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full settlement of the rights represented by this Warrant. If at Restricted Stock Units, the Corporation may require you to satisfy any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, qualifications that may be necessary or advisable appropriate, to increase the number of its authorized shares of Common Stock evidence compliance with any applicable law and to make any representation or warranty with respect thereto as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted requested by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantCorporation.

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of a Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Warrant Securities being purchased by such exercise, or upon exercise of the rights represented by this Conversion Right described in Section 4.6, the Company shall requisition from the Company's transfer agent certificates for Warrant willSecurities and upon receipt shall make delivery of certificates evidencing the total number of whole Warrant Securities for which Warrants are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Warrant Securities otherwise issuable upon issuancesuch surrender. The certificates shall be in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder; provided that if fewer than all Warrant Securities issuable on exercise of a Warrant Certificate are purchased, the Company (if so requested) shall issue such balance Warrant Certificate for the balance of the Warrant Securities. Such certificates for the Warrant Securities shall be validly deemed to be issued, fully paid and nonassessablethe person to whom such Warrant Securities are issued of record shall be deemed to have become a holder of record of such Warrant Securities, as of the date of the surrender of such Warrant Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Warrant Securities shall be closed as of such date, the certificates for such Warrant Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Warrant Securities are issued of record shall be payable in respect deemed to have become a record holder of such Warrant Securities, as of the issue of this Warrant date on which such books shall next be open (whether before, on or any Common Stock or certificates therefor issuable after the applicable Expiration date) but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise surrender of the Warrant in fullCertificate and payment of the Exercise Price, subject to the limitations set forth in Section 1.3 heretowhichever shall have last occurred, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants Shares and agrees that all shares of Common Stock that may be the Warrants are duly authorized, and when issued upon and paid for in accordance with the exercise of the rights represented by this Warrant will, upon issuance, terms hereof shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants has and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have while the Shares and any Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, the Warrants and reserved, free from preemptive rights, a sufficient the Vote Certificates and in no circumstances shall such reserved and available shares of Common Stock be on the Closing Date for such Shares less than the sum of (i) two times the number of shares of Common Stock which would be issuable upon conversion of the Shares to provide be issued on such Closing Date were such conversion effected on the Original Issue Date for such Shares and (ii) (a) with respect to the Series B Closing, the number of shares of Common Stock which would be issuable upon exercise in full of the rights represented by this Warrant. If at any time Initial Warrant on the original issue date thereof and (b) with respect to each of the Series B Closing, Series C Closing, Series D Closing, Series E Closing and Series F Closing, the number of authorized but unissued shares of Common Stock which would be issuable upon exercise in full of the Company shall not be sufficient to effect the exercise Subsequent Warrants issuable in respect of the Warrant Shares sold at such Closing. When issued in fullaccordance with the terms hereof and the Vote Certificates, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall into which the Shares may be sufficient to permit converted (the "UNDERLYING SHARES") will be duly authorized, validly issued, fully paid and nonassessable; and when issued upon exercise of the Initial Warrant or Subsequent Warrants (collectively, the "WARRANTS") in fullaccordance with their respective terms, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the on exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock MarketWarrants (the "WARRANT SHARES") will be duly authorized, the Company willvalidly issued, if permitted by the rules of such exchange or market, list fully paid and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantnonassessable.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon Until such time as the exercise Pairing shall have been terminated in the manner provided herein: 2.1 Except as provided in Article III, ESH REIT shall not issue or agree to issue any of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect ESH REIT Shares to any Person except the Company unless (a) effective provision has been made for the simultaneous issuance or transfer to the issue same Person of the same number of Company Shares (subject to any adjustment required to be made pursuant to an exchange in accordance with Article IV) and for the pairing of the Company Shares and the ESH REIT Shares and (b) the Company and ESH REIT have agreed on the manner and basis of allocating the consideration to be received upon such issuance between the Company and ESH REIT or, if allocation of such consideration between them is not practicable, on the payment by one company to the other of cash or other consideration in lieu thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may Any such allocation or payment shall be payable in respect based on the respective fair market values of the issue of this Warrant or any Common Stock or certificates therefor issuable upon Company Shares and the exercise of this Warrant. The Company further covenants and agrees that ESH REIT Shares, as determined in accordance with Section 2.3, unless otherwise agreed by the Company will at all times have authorized and reservedESH REIT. 2.2 Except as provided in Article III, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient issue or agree to effect issue any Company Shares to any Person except ESH REIT unless (a) effective provision has been made for the exercise simultaneous issuance or transfer to the same Person of the Warrant in full, same number of ESH REIT Shares (subject to any adjustment required to be made pursuant to an exchange in accordance with Article IV) and for the limitations set forth in Section 1.3 hereto, then pairing of the Company will take all Shares and the ESH REIT Shares and (b) the Company and ESH REIT have agreed on the manner and basis of allocating the consideration to be received upon such corporate action as mayissuance between the Company and ESH REIT or, in if allocation of such consideration between them is not practicable, on the opinion of counsel payment by one company to the Companyother of cash or other consideration in lieu thereof. Any such allocation or payment shall be based on the respective fair market values of the Company Shares and the ESH REIT Shares, as determined in accordance with Section 2.3 unless otherwise agreed by the Company and ESH REIT, and any allocation or payment based upon the most recently determined Valuation Percentage should be necessary or advisable to increase conclusively deemed based on the number respective fair market values of its authorized shares the Company Shares and the ESH REIT Shares, as determined in accordance with Section 2.3. 2.3 At the time of each issuance of Class B Common Stock as shall be sufficient pursuant to permit the exercise of the Warrant this Article II, and in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Marketevent not less often than once each calendar quarter, the Company willand ESH REIT shall jointly arrange for the determination by a third party valuation, if permitted investment banking or other financial advisory firm as of a date specified by the rules Company and ESH REIT (the “Valuation Date”) of such exchange or market, list the fair market value of each Company Share outstanding on the Valuation Date (the “Fair Market Value of a Company Share”) and keep listed the fair market value of each ESH REIT Share outstanding on such exchange or market, upon official notice the Valuation Date (the “Fair Market Value of issuance, all shares of such Common Stock issuable upon exercise of this Warrantan ESH REIT Share”).

Issuance of Shares. The Company covenants Preferred Shares, Conversion Shares and agrees that all shares Warrant Shares are duly authorized and, upon issuance in accordance with the terms of Common Stock that may be issued this Agreement (including the issuance of the Conversion Shares upon conversion of the Preferred Shares in accordance with the Certificate of Amendment and the issuance of the Warrant Shares upon exercise of the rights represented by this Warrant will, upon issuance, Warrants in accordance with the terms thereof) will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims, encumbrances, and charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability on the holders thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of term Conversion Shares includes the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full issuable upon conversion of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 heretoPreferred Shares, including without limitation, using its best efforts such additional shares, if any, as are issuable as a result of the events described in Section 2(c) of the Registration Rights Agreement. The Company understands and acknowledges the potentially dilutive effect to obtain any necessary stockholder approval the Common Stock of such increasethe issuance of the Conversion Shares and Warrant Shares upon conversion or exercise of the Preferred Shares or Warrants. The Company further covenants acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred Shares and agrees Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Certificate of Amendment and the Warrants is absolute and unconditional regardless of the dilutive effect that if any shares such issuance may have on the ownership interests of capital stock to be reserved for other stockholders of the purpose Company. Taking the foregoing into account, the Company's Board of Directors has determined that the issuance of shares upon the exercise Securities and the consummation of this Warrant require registration with or approval the other transactions contemplated hereby are in the best interests of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantits stockholders.

Issuance of Shares. The Subject to the Company covenants effecting the Share Increase and agrees that all shares the ------------------ Stock Split, the Conversion Shares and Warrant Shares are duly authorized and reserved for issuance and, upon conversion of Common Stock that may be issued upon the Debentures and exercise of the rights represented by this Warrant will, upon issuance, Warrants in accordance with their respective terms will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the holder thereof. Acknowledgment of Dilution. The Company understands and acknowledges the ---------------------------- potentially dilutive effect to the Common Stock upon the issuance of the ------ Conversion Shares and Warrant Shares upon conversion of the Debenture, or ------ exercise of the Warrants. The Company further covenants acknowledges that its obligation ------ to issue Conversion Shares and agrees Warrant Shares upon conversion of the Debentures or exercise of the Warrants in accordance with this Agreement, the Debentures and the Warrants is absolute and unconditional regardless of the dilutive effect that it such issuance may have on the ownership interests of other stockholders of the Company. No Conflicts. Except as set forth on Schedule 3(f), the execution, delivery and ------------ performance of this Agreement, the Registration Rights Agreement, the Debentures and the Warrants by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will pay when due and payable not (i) conflict with or result in a violation of any and all provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state taxes securities laws and regulations and regulations of any self-regulatory organizations to which may be payable in respect the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the issue of this Warrant Company or any Common Stock of its Subsidiaries is bound or certificates therefor issuable affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Except as set forth on Schedule 3(f), neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as a Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and the Registration Rights Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants in accordance with the terms hereof or thereof or to issue and sell the Debentures and Warrants in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Debentures and the Warrant Shares upon exercise of this Warrantthe Warrants. Except as disclosed in Schedule 3(f), all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise is not in full violation of the rights represented listing requirements of the Over-the-Counter Bulletin Board (the "OTCBB"). SEC Documents; Financial Statements. Except as disclosed in Schedule 3(g), the ------------------------------------ Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by this Warrantit with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). If The Company has delivered to each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any time untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the number statements therein, in light of authorized but unissued shares the circumstances under which they were made, not misleading. None of Common Stock the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company shall not be sufficient included in the SEC Documents complied as to effect form in all material respects with applicable accounting requirements and the exercise published rules and regulations of the Warrant SEC with respect thereto. Such financial statements have been prepared in fullaccordance with United States generally accepted accounting principles, subject consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the limitations extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Section 1.3 hereto, then the financial statements of the Company will take all such corporate action as may, included in the opinion SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of counsel business subsequent to June 30, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Absence of Certain Changes. Since June 30, be necessary 2001, there has been no material ----------------------------- adverse change and no material adverse development in the assets, liabilities, --- business, properties, operations, financial condition or advisable to increase results of operations of the number Company or any of its authorized shares Subsidiaries. Absence of Common Stock as shall be sufficient Litigation. There is no action, suit, claim, proceeding, inquiry or ---------------------- investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to permit the exercise knowledge of the Warrant Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in fulltheir capacity as such, subject to that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or threatened proceeding against or affecting the limitations set forth in Section 1.3 hereto, including without limitation, using Company or any of its best efforts to obtain any necessary stockholder approval of such increaseSubsidiaries which would have a Material Adverse Effect. The Company further covenants and agrees that if its Subsidiaries are unaware of any shares of capital stock facts or circumstances which might give rise to be reserved for the purpose any of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beforegoing. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.Patents,

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of an Option Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Option Securities being purchased by such exercise, or upon exercise of the rights represented by this Warrant willconversion Right described in Section 4.6, the Company shall requisition from the Company’s transfer agent certificates for Option Securities and upon issuancereceipt shall make delivery of certificates evidencing the total number of whole Option Securities for which Options are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Option Securities otherwise issuable upon such surrender. The certificates shall be validly in such names and denominations as are required for delivery to, or in accordance with the instructions of the Option Holder; provided that if fewer than all Option Securities issuable on exercise of an Option Certificate are purchased, the Company (if so requested) shall issue such balance Option Certificate for the balance of the Option Securities. Such certificates for the Option Securities shall be deemed to be issued, fully paid and nonassessablethe person to whom such Option Securities are issued of record shall be deemed to have become a holder of record of such Option Securities, as of the date of the surrender of such Option Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Option Securities shall be closed as of such date, the certificates for such Option Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Option Securities are issued of record shall be payable in respect deemed to have become a record holder of such Option Securities, as of the issue of this Warrant date on which such books shall next be open (whether before, on or any Common Stock or certificates therefor issuable after the applicable Expiration date) but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full surrender of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Option Certificate and payment of the Company Exercise Price, whichever shall not be sufficient to effect the exercise of the Warrant in fullhave last occurred, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants (a) Subject to the terms of this Agreement and agrees that all shares of Common Stock that may be issued upon the exercise Plan, if a Rightholder surrenders the Rights Certificate and pays the Rights Price in accordance with Section 3.1(a) or 3.2, whichever is applicable, then as of the rights represented by this Warrant willEffective Date the Company shall issue and cause to be delivered to, upon issuanceand in the name of, be validly issuedsuch Rightholder a certificate or certificates for the number of duly authorized, fully paid and nonassessable, nonassessable whole Shares specified in paragraph (b) of this Section (the "Issued Shares"). Such certificate or certificates shall be deemed to have been issued and free from all taxes, liens and charges with respect the Rightholder named therein shall be deemed to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect have become a holder of the issue Issued Shares as of this Warrant or any Common Stock or certificates therefor issuable upon the exercise close of this Warrant. The Company further covenants and agrees business on the Effective Date, notwithstanding that the Company will at all times certificates representing such Issued Shares shall not actually have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for been delivered by that time or that the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock stock transfer books of the Company shall then be closed. (b) For Group A Rightholders, the number of Issued Shares shall be determined in accordance with Section 3.1(b). For Group B Rightholders, if the number of Shares for which a Group B Rightholder subscribes under Section 3.2 ("Subscribed Shares"), when aggregated with the total number of Subscribed Shares for all other Group B Rightholders in the same Class, does not be sufficient exceed the aggregate number of Shares allocated to effect that Class under Section 2.2, then the exercise number of Issued Shares for the Warrant Group B Rightholder shall equal that Group B Rightholder's number of Subscribed Shares. If the aggregate number of Subscribed Shares for all Group B Rightholders in full, subject a particular Class exceeds the aggregate number of Shares allocated to the limitations set forth in that Class under Section 1.3 hereto2.2, then the Company shall allocate the Issued Shares among subscribing Group B Rightholders in that Class by accepting in full the subscription of the Group B Rightholder in that class who subscribes for the greatest number of shares. Following such acceptance, if any Shares allocated to that Class remain available for issuance, the Company will take accept the subscription of the Group B Rightholder in that Class who subscribes for the second greatest number of Shares (to the extent that Shares allocated to that Class remain available for issuance after the Company has accepted the larger subscription), and so on according to this principle until the Company has accepted subscriptions for all such corporate action as may, Shares allocated to that Class. If two (2) or more Group B Rightholders in the opinion same Class have the same number of counsel Subscribed Shares and are entitled to have their subscriptions accepted by the CompanyCompany according to this principle, be necessary or advisable to increase then the number of its authorized shares Issued Shares for each of Common Stock as those Group B Rightholders shall be sufficient in proportion to permit their respective Allowed Claims (in any Class other than the exercise Elsinore Equity Holders) or their respective Elsinore Equity Interests (in the Class of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantElsinore Equity Holders).

Issuance of Shares. The Company covenants and agrees that Shares, all of the shares of Common Stock that may be issued issuable upon the exercise of the rights represented by this Warrants (the “Warrant willShares”) and the shares of Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) are duly authorized and, upon issuanceissuance in accordance with the terms of this Agreement (and in case of the Warrant Shares, the Warrants and in case of the Conversion Shares, the Certificate of Designation), will be validly issued, fully paid and nonassessablenon-assessable and free and clear of all liens, other than restrictions on transfer provided for in this Agreement and the Warrants or imposed by applicable securities laws, and free from will not be subject to preemptive rights or other similar rights of stockholders of the Company. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Securities will be issued in compliance in all taxes, liens and charges material respects with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all applicable federal and state taxes which may be payable in respect securities laws. As of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that Closing Date, the Company will at all times shall have reserved from its duly authorized and reserved, free from preemptive rights, a sufficient capital stock the number of shares of Common Stock to provide for the issuable upon exercise in full of the rights represented by this Warrant. If at Warrants (without taking into account any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect limitations on the exercise of the Warrant in full, subject to the limitations Warrants set forth in Section 1.3 heretothe Warrants). The Company shall, then so long as any of the Company will Warrants are outstanding, take all such corporate action as may, in the opinion of counsel necessary to the Company, be necessary or advisable to increase the number reserve and keep available out of its authorized shares and unissued capital stock, solely for the purpose of Common Stock as shall be sufficient to permit effecting the exercise of the Warrant in fullWarrants, subject to 100% of the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval number of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantthe Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best commercially reasonable efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges charges; with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant willPreferred Shares are duly authorized and, upon issuance, delivery and payment therefore in accordance with the terms of this Agreement and the Certificate of Designation, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, rights of first refusal or other similar rights of stockholders of the Company and the issuance of the Preferred Shares in accordance with respect to the issue terms of this Agreement and the Certificate of Designation will not impose personal liability on the holders thereof. The Company further covenants Conversion Shares are duly authorized and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect reserved for issuance, and, upon conversion of the issue of this Warrant or any Common Stock or certificates therefor issuable upon Preferred Shares in accordance with the exercise of this Warrant. The Company further covenants terms thereof, will be validly issued, fully paid and agrees that the Company will at all times have authorized non-assessable, and reserved, free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to preemptive rights, a sufficient number rights of shares first refusal or other similar rights of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock stockholders of the Company and the issuance of the Conversion Shares in accordance with the terms of this Agreement and the Certificate of Designation will not impose personal liability upon the holder thereof. The Warrant Shares shall not be sufficient to effect the duly authorized and reserved for issuance, and, upon exercise of the Warrant Warrants in fullaccordance with the terms thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances (other than restrictions on transfer contained in this Agreement and in the Registration Rights Agreements) and will not be subject to the limitations set forth in Section 1.3 heretopreemptive rights, then rights of first refusal or other similar rights of stockholders of the Company will take all such corporate action as may, in and the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise issuance of the Warrant Shares in full, subject to accordance with the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval terms of such increase. The Company further covenants this Agreement and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares Warrant will not impose personal liability upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantholder thereof.

Issuance of Shares. The Company covenants and agrees that all Certificates for shares of Common Stock purchased pursuant to the exercise of Warrants shall be delivered to the Registered Holder by MAXF's transfer agent at MAXF's expense as soon as practicable after the date on which any of the Warrants shall have been exercised in accordance with the terms hereof. Each certificate so delivered shall be in such denominations as may be reasonably requested by the Registered Holder hereof and shall be registered in the name of the Registered Holder or, subject to applicable laws (including payment of any applicable transfer taxes by the Registered Holder), other name as shall be requested by the Registered Holder. MAXF agrees that may the shares so issued shall be deemed to be issued to the Registered Holder as the record owner of such shares as of the close of business on the business day immediately following the date on which this Warrant Certificate shall have been surrendered to MAXF in connection with the Warrants being exercised, together with full payment of the Exercise Price therefor, in accordance with the terms hereof. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the rights represented by this any Warrants. In case a Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges Certificate is surrendered for exercise with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and less than all federal and state taxes which may be payable in respect of the Warrants represented hereby, MAXF will issue of this or cause to be issued a new signed Warrant Certificate or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide Certificates following such surrender for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares Warrants represented thereby which were not so exercised, and the Registered Holder will countersign and return a copy of Common Stock of the Company shall not be sufficient same to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantMAXF.

Issuance of Shares. The Upon receipt by the Company covenants from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Exercise, the Company shall issue and agrees deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Shares (or cause the electronic delivery of the Shares as contemplated by Section 2(d) hereof) within three (3) Trading Days after such receipt (the “Deadline”). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Shares or to which the Holder is entitled hereunder and register such Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (an “Exercise Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Exercise Failure an amount equal to 2.0% of the product of (A) the sum of the number of Exercise Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Shares to the Holder without violating this Section 2(b) and (ii) the Holder, upon written notice to the Company, may void its Notice of Exercise with respect to, and retain or have returned, as the case may be, any portion of this Warrant that all has not been exercised pursuant to such Notice of Exercise; provided that the voiding of an Notice of Exercise shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that may be issued upon the exercise Holder anticipated receiving from the Company, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Shares) or credit such Holder’s balance account with DTC for such Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to Buy-In Price over the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect product of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient (A) such number of shares of Common Stock to provide for Stock, times (B) the exercise in full closing sales price of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock on the date of exercise. Nothing shall limit the Company shall not be sufficient Holder’s right to effect the exercise pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel specific performance and/or injunctive relief with respect to the Company, be necessary ’s failure to timely deliver certificates representing the Shares (or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of electronically deliver such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares Shares) upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then as required pursuant to the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantterms hereof.

Issuance of Shares. The Company covenants a. Provided that the Exercise Notice and agrees Purchase Price Payment are made in a timely manner, EWM shall issue the Shares registered in the name of Grantee or Grantee's authorized assignee and shall deliver certificates representing the Shares with the appropriate legends affixed thereto within ten (10) days of receipt of the Purchase Price Payment. Such shares shall be common, par value $.001, non-assessable shares. If EWM's shares shall become publicly traded by registration or any other manner (e.g. merger, etc.), Grantee's shares shall become registered at the same time and at no cost to Grantee. In addition, EWM will provide that all Grantee's shares shall not be subject to any lock up period (i.e. a period of time in which such shares cannot be traded). b. If after the date hereof, the number of outstanding shares of Common Stock that may be issued upon the exercise of the rights represented is increased by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be a stock dividend payable in respect shares of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, by a sufficient number split-up of shares of Common Stock to provide Stock, then, on the day following the date fixed for the exercise in full determination of the rights represented by this Warrant. If at any time holders of Common Stock entitled to receive such stock dividend or split-up, the number of authorized but unissued shares subject to this Option Agreement shall be increased proportionately, with no increase in the total purchase price of the shares so covered, and the exercise price per share reduced proportionally. c. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares of Common Stock, then, after the Company shall not be sufficient to effect the exercise effective date of the Warrant in fullsuch combination or reclassification, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as subject to this Option Agreement shall be sufficient to permit decreased proportionately, with no increase in the total purchase price of the shares so covered, and the exercise of price per share increased proportionally. d. No fractional shares shall be issued, and any fractional shares resulting from the Warrant in fullcomputations pursuant to Section 4.4.b. or c. shall be eliminated from this Option. No adjustment shall be made for cash dividends, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of additional shares upon for consideration approved by EWM or for the exercise issuance to stockholders of this Warrant require registration with rights to subscribe for additional shares or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantother securities.

Issuance of Shares. The Once subscriptions have been received for the Minimum Offering Amount: (a) As directed by the Company covenants and agrees that all shares of on one or more occasions, the Agent shall issue Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid for which Subscriptions have been received and nonassessable, accepted and free from all taxes, liens and charges with respect funds therefor distributed to the issue thereof. Company pursuant to Section 4(a). (b) The Company further covenants and agrees that it Certificates will pay when due and payable any and all federal and state taxes which may be payable physical certificates. (c) For so long as this Agreement shall be in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that effect, the Company will at all times have authorized reserve for issuance and reserved, keep available free from preemptive rights, rights a sufficient number of shares of Common Stock to provide enable Shares up to the Maximum Offering Amount to be issued in the Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the exercise Common Stock, will issue, in full of physical form, certificates evidencing the rights represented by this Warrant. If at any time the appropriate number of authorized but unissued shares of Common Stock of Shares as required from time to time in order to effectuate the Subscriptions. (d) The Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take any and all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 heretoaction, including without limitationlimitation obtaining the authorization, using its best efforts to obtain any necessary stockholder approval consent, lack of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with objection, registration, or approval of any governmental authority authority, or the taking of any other action under the laws of the United States of America or any federal or state law before such shares may be validly issued or delivered upon exercisepolitical subdivision, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock insure that all Shares issuable upon the exercise of this Warrant is listed on the Certificates or pursuant to Subscriptions at the time of delivery of the certificates (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect to it. (e) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any national securities exchange other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Certificates or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares sale, transfer, and delivery of such Common Stock issuable Shares issued upon exercise of this WarrantCertificates or pursuant to Subscriptions in the Offering.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may the Shares purchased under this ------------------ Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Certificates for the Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the exercise of Holder hereof by the Company at the Company's expense within a reasonable time, not exceeding 15 days after the rights represented by this Warrant willhave been so exercised. In case of a purchase of less than all the Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the Shares purchasable under the Warrant surrendered upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect such purchase to the issue thereofHolder hereof within a reasonable time, not exceeding 15 days after the date of such surrender. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which Each stock certificate so delivered shall be in such denominations as may be payable requested by the Holder hereof and shall be registered in respect the name of such Holder or such other name as shall be designated by such Holder. Notwithstanding anything to the issue of contrary in this Warrant or any Common Stock or certificates therefor issuable upon Section 3, the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock obligation of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain deliver Shares upon any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on subject to the condition that all waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") applicable to such issuance ------- of Shares upon such exercise shall have expired or been terminated, and all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any national securities exchange or the Nasdaq Stock Marketgovernmental authority, if any, required in connection with such issuance of Shares hereunder upon such exercise, the Company will, if permitted by failure of which to have been obtained or made would have the rules effect of making the issuance of such exchange Shares illegal, shall have been obtained or marketmade and the Company shall use its reasonable best efforts to obtain or make such consents, list and keep listed on such exchange filings or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantother matters as soon as reasonably practicable.

Issuance of Shares. The In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five Trading Days after such exercise (the “Delivery Date”), unless the Common Shares are then uncertificated, in which case the Warrant Shares shall be registered in book-entry form in the name of the Holder, or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust Company covenants (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and agrees that the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the shares of Common Stock that to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued upon without a restrictive legend and the exercise of Issuer and its transfer agent are participating in DTC through the rights represented by DWAC system. The Holder shall deliver this Warrant willoriginal Warrant, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the issue thereofcase of its loss, theft or destruction, at such time that this Warrant is fully exercised. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may This Warrant shall be payable exercisable, either in respect its entirety or, from time to time, for part only of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented Warrant Shares referenced by this Warrant. If at this Warrant is submitted in connection with any time partial exercise and the number of authorized but unissued shares of Common Stock of Warrant Shares represented by this Warrant submitted for exercise is greater than the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the actual number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of Shares being acquired upon such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalshall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the case may be. If and so long as right to purchase the Common Stock issuable upon number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the exercise number of Warrant Shares with respect to which this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and arid agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. (1) The Company Warrants, when issued as herein provided, and in the case of a Warrant Certificate, when countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Agreement, the Corporation shall cause the Shares to be acquired pursuant to the valid exercise of Warrants under this Agreement and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve, and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder. All Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. (2) As long as any Warrants remain outstanding, the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) it will maintain its corporate existence and agrees carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer or equivalent under the applicable securities laws of at least one of the provinces or territories of Canada (but this shall in no way prevent any tender offer, merger or similar transaction); (c) it will use commercially reasonable efforts to maintain the listing of its outstanding Shares on the Exchange and to seek to ensure the Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue (but this shall in no way prevent any tender offer, merger or similar transaction or listing or re-listing on another securities marketplace); (d) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Agreement; (e) it will reserve and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder; (f) all shares of Common Stock that may be Shares which are issued upon the exercise of the rights represented by this Warrant willright to subscribe for and purchase provided for herein, upon issuancepayment of the Exercise Price, shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that non-assessable; (g) it will pay when due duly and payable any punctually perform and carry out all federal and state taxes which may be payable in respect of the issue acts and things to be done by it as provided in this Agreement; and (h) it will promptly notify the Warrant Agent in writing of any default under the terms of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide Agreement which remains unrectified for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of more than ten days following its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantoccurrence.

Issuance of Shares. The Company covenants and agrees that all shares Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Award (the “Notice”), the Total Number of Shares of Common Stock that may be issued upon Awarded set forth in the exercise of Notice (the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full“Shares”), subject to the limitations set forth Notice, this Restricted Stock Award Agreement (the “Agreement”) and the terms and provisions of the Company’s 2006 Stock Incentive Plan, as amended on June 17, 2012 (the “Plan”), as may be further amended from time to time, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee hereunder. (a) Shares granted to Israeli employees are granted under Section 102 of the Tax Ordinance and the rules, regulations, orders and procedures promulgated thereunder (“Section 102”) and are referred to herein as "Trustee 102 Shares." All Trustee 102 Shares will be held in trust by a Trustee appointed by the Company in its sole discretion and approved pursuant to Section 102. (b) With respect to Trustee 102 Shares, the Grantee hereby acknowledges that he or she is familiar with the provisions of Section 102, including without limitation the type of Shares granted hereunder and the tax implications applicable to such grants. (c) Any Trustee 102 Share which is granted under the Plan and/or other shares received with respect to any Trustee 102 Share in connection with any change in capitalization as specified in Section 1.3 hereto10 of the Plan, shall be allocated or issued to the Trustee and held for the benefit of the Grantee for such period of time as required by Section 102 (the “Holding Period”). If the requirements for Trustee 102 Shares are not met for any reason whatsoever, then the Company will take all such corporate action Trustee 102 Shares may be treated as may, Non-Trustee 102 Shares in accordance with the opinion provisions of counsel Section 102. (d) With respect to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullany Trustee 102 Share, subject to the limitations set forth provisions of Section 102, the Grantee shall not sell or release from trust any Trustee 102 Share and/or any right deriving from or in Section 1.3 heretoconnection therewith, including including, without limitation, using its best efforts in accordance with Section 10 of the Plan or any bonus shares or stock dividends issued in connection therewith, until the later of (i) the lapse of the Holding Period required under Section 102, and (ii) the Vesting Dates pursuant hereto; provided, that the Grantee has deposited with the Trustee the funds which, in the Trustee’s opinion, is sufficient and necessary for the discharge of the Grantee’s tax obligations with respect to obtain any necessary stockholder approval of such increaseShares and/or rights. The Company further covenants and agrees that Notwithstanding the above, if any shares of capital stock to be reserved for such sale or release occurs during the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock MarketHolding Period, the Company will, if permitted sanctions under Section 102 shall apply to and any expenses and/or tax consequences therefrom shall be borne by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantGrantee.

Issuance of Shares. The Company covenants This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise (the “Exercise Date”) as provided above, and agrees that all the person entitled to receive the shares of Common Stock that may issuable upon such exercise shall be issued upon treated for all purposes as the exercise holder of such shares of record as of the rights represented by this Warrant willclose of business on the Exercise Date. Within three (3) business days after the Exercise Date, upon issuance, be validly issued, fully paid the Company shall issue and nonassessable, and free from all taxes, liens and charges with respect deliver to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of person or persons entitled to receive the issue of this Warrant or any Common Stock same a certificate or certificates therefor issuable upon for the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to provide such fraction of the then Fair Market Value (as defined below) on the Exercise Date of one full share of Common Stock. So long as a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing for the exercise in full resale of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Marketthen in effect, the Company willshall use best efforts to ensure the issuance and delivery of the shares to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal at Custodian System (“DWAC”) within a reasonable time, if permitted by not exceeding three (3) trading days after such exercise, and the rules Holder hereof shall be deemed for all purposes to be the holder of the shares so purchased as of the date of such exchange exercise. Notwithstanding the foregoing to the contrary, the Company or market, list its transfer agent shall only be obligated to issue and keep listed deliver the shares to the DTC on a holder’s behalf via DWAC if such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantis in connection with a sale and the Company and its transfer agent are participating in DTC through the DWAC system.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor therefore issuable upon the exercise of this WarrantWarrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant4.

Issuance of Shares. The Company covenants (a) Upon the Closing of this Agreement, TRIAD shall cause to be issued and agrees that all delivered to NWC, stock certificates representing 895,200, to AMED stock certificates representing 346,600, and to FMED stock certificates representing 221,502, shares of Common Stock that may be issued upon the exercise common stock of the rights represented by this Warrant willTRIAD, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. par value $0.001 per share. (b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of TRIAD Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of be issued hereunder shall be authorized but previously unissued shares of TRIAD Common Stock and shall be issued directly to and in the name of the Company shareholders of NWC The shares of TRIAD Common Stock to be issued hereunder shall not be sufficient authorized but previously unissued shares of TRIAD Common Stock and shall be issued directly to effect the exercise corporations of AMED and FMED. (c) All shares of TRIAD Common Stock to be issued hereunder are deemed "restricted securities" as defined by Rule 144 of the Warrant in fullSecurities Act of 1933, subject as amended ("xxx 0000 Xxx"), and NWC, AMED, and FMED shall represent that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of the limitations set forth in shares until such time as appropriate regulatory approval for any such distribution has been properly obtained. All shares of TRIAD Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the 1933 Act, under Section 1.3 hereto4(2) of the 1933 Act and the rules and regulations promulgated thereunder. (d) NWC, then the Company will take all such corporate action as mayAMED, and FMED agree that in the opinion of counsel event it decides to distribute to its shareholders the Company, be necessary or advisable to increase the number of its authorized TRIAD shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for acquired hereby, either in part or in whole, NWC, AMED, and FMED will make all necessary and requisite filing with the purpose of appropriate state and federal agencies to register such distribution under the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national applicable securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantlaws.

Issuance of Shares. The Company covenants and agrees that all shares Upon due exercise of Common Stock that may Warrants in conformity with the foregoing provisions of Section 3.2(c), the Transfer Agent shall, as promptly as practicable after the Exercise Date, deliver or cause to be issued delivered to the exercising Warrantholder the aggregate number of Shares issuable upon such exercise (based upon the exercise aggregate number of Warrants so exercised), determined in accordance with Section 3.6, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The Shares so delivered shall: (i) be registered or otherwise placed in the name of, and delivered to, the exercising Warrantholder; (ii) bear a restrictive legend to the effect required by paragraph 4(c) of the rights represented by this Warrant willShareholders’ Agreement; and (iii) if the exercising Warrantholder is, upon issuanceas of the Original Issue Date, a holder of ten percent (10%) or more of the total number of outstanding Shares, bear a legend substantially in the form of the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. provided that, such legend shall no longer be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect required to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that extent the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the has received an opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of that such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant legend is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantno longer required.

Issuance of Shares. (a) Upon the Closing of this Agreement, Idaho shall cause to be issued and delivered to the shareholders of Tamboril or their designees, stock certificates representing an aggregate of 5,281,671 shares (the "Idaho Shares") of Idaho voting common stock (post-split as per Section 1.4 below). (b) The Company covenants and agrees that all Idaho Shares to be issued hereunder shall be authorized but previously unissued shares of Common Stock that may Idaho common stock, and shall be issued upon to those persons and in the exercise respective amounts set forth in Exhibit 1.2 annexed hereto and by this reference made a part hereof. (c) Of the Idaho Shares to be issued hereunder, 2,600,000 shares are deemed "restricted securities" as defined by Rule 144 of the rights Securities Act of 1933, as amended (the "Securities Act"), and the recipients shall represent that they are acquiring the Idaho Shares for investment purposes only and without the intent to make a further distribution of the Idaho Shares. 2,606,671 of the Idaho Shares to be issued hereunder will be issued pursuant to Rule 504 and 25,000 shares will be issued pursuant to Rule 701 of the Securities Act. An additional 50,000 shares (post-split) of Idaho restricted stock will be issued to the shareholders of Idaho that owned Shares prior to the Closing of this Agreement. All Idaho Shares to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the restricted Idaho Shares to be issued hereunder shall bear the following, or similar legend: The shares represented by this Warrant willcertificate have not be registered under the Securities Act of 1933, upon issuance, be validly issued, fully paid and nonassessableas amended, and free may not be offered for sale, sold or otherwise transferred except in compliance with the registration provisions of such Act or pursuant to an exemption from all taxessuch registration provisions, liens and charges with respect the availability of which is to be established to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect satisfaction of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon Until such time as the exercise Pairing shall have been terminated in the manner provided herein: 2.1 Except as provided in Article III, ESH REIT shall not issue or agree to issue any of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect ESH REIT Shares to any Person except the Company unless effective provision has been made for (i) the simultaneous issuance or transfer to the issue same Person of the same number of Company Shares (subject to any adjustment required to be made pursuant to an exchange in accordance with Article IV), (ii) the pairing of the Company Shares and the ESH REIT Shares and (iii) the allocation of the consideration to be received upon such issuance between the Company and ESH REIT or, if allocation of such consideration between them is not practicable, on the payment by one company to the other of cash or other consideration in lieu thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may Any such allocation or payment shall be payable in respect based on the respective fair market values of the issue of this Warrant or any Common Stock or certificates therefor issuable upon Company Shares and the exercise of this Warrant. The Company further covenants and agrees that ESH REIT Shares, as determined in accordance with Section 2.3, unless otherwise agreed by the Company will at all times have authorized and reservedESH REIT. 2.2 Except as provided in Article III, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient issue or agree to effect issue any Company Shares to any Person except ESH REIT unless effective provision has been made for (i) the exercise simultaneous issuance or transfer to the same Person of the Warrant in full, same number of ESH REIT Shares (subject to any adjustment required to be made pursuant to an exchange in accordance with Article IV), (ii) the limitations set forth in Section 1.3 hereto, then pairing of the Company will take all Shares and the ESH REIT Shares and (iii) the allocation of the consideration to be received upon such corporate action as mayissuance between the Company and ESH REIT or, in if allocation of such consideration between them is not practicable, on the opinion of counsel payment by one company to the Companyother of cash or other consideration in lieu thereof. Any such allocation or payment shall be based on the respective fair market values of the Company Shares and the ESH REIT Shares, as determined in accordance with Section 2.3 unless otherwise agreed by the Company and ESH REIT, and any allocation or payment based upon the most recently determined Valuation Percentage should be necessary or advisable to increase conclusively deemed based on the number respective fair market values of its authorized shares the Company Shares and the ESH REIT Shares, as determined in accordance with Section 2.3. 2.3 At the time of each issuance of Class B Common Stock as shall be sufficient pursuant to permit the exercise of the Warrant this Article II, and in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Marketevent not less often than once each calendar quarter, the Company willand ESH REIT shall jointly arrange for the determination by a third party valuation, if permitted investment banking or other financial advisory firm as of a date specified by the rules Company and ESH REIT (the “Valuation Date”) of such exchange or market, list the fair market value of each Company Share outstanding on the Valuation Date (the “Fair Market Value of a Company Share”) and keep listed the fair market value of each ESH REIT Share outstanding on such exchange or market, upon official notice the Valuation Date (the “Fair Market Value of issuance, all shares of such Common Stock issuable upon exercise of this Warrantan ESH REIT Share”).

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant willUnits are duly authorized and, upon issuanceissuance in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and free from all taxes, liens liens, claims and charges encumbrances with respect to the issue thereof. The Company further covenants thereof and agrees that it will pay when due and payable any and all federal and state taxes which may shall not be payable in respect subject to preemptive rights or other similar rights of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock shareholders of the Company shall not be sufficient to effect other than those set forth in that certain shareholders agreement of even date herewith (the “Shareholders’ Agreement”) and the Certificate of Designation. The Series A Warrant Shares are duly authorized and reserved for issuance and, upon proper exercise of the Warrant in fullWarrants therefor, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of shareholders of the limitations Company other than as set forth in Section 1.3 heretothe Shareholders’ Agreement and the Certificate of Designation. At such time, then if ever, as the Company will take all such corporate action as may, in the opinion of counsel Company’s shareholders approve an amendment to the Company, be necessary or advisable ’s Articles of Incorporation to increase the number of its authorized shares of Common Stock as the Company’s common stock authorized for issuance to a number sufficient to allow for the reservation of all Conversion Shares and the Warrant Shares, the Conversion Shares and the Warrant Shares shall be sufficient to permit duly authorized and reserved for issuance upon conversion of the Series A Preferred Stock and/or exercise of the Warrants X-0, X-0, or C-2 in accordance with the respective terms thereof, and upon issuance upon proper conversion or exercise, respectively, of the Series A Preferred Stock and the Warrants, the Conversion Shares and Warrant in fullShares, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of shareholders of the limitations Company except as set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval the Shareholders’ Agreement and the Certificate of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantDesignation.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon As soon as practicable after the exercise of any Warrant and the rights represented by this clearance of the funds in payment of the Warrant willPrice or upon delivery of the subscription form as set forth in Section 3.3.1, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect the Company shall issue to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect registered holder of such Warrant the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of full shares of Common Stock to provide which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised in full, a book entry receipt for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be sufficient obligated to effect deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, holders or (b) in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to Warrants is exempt from the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance of shares upon would be unlawful. In the exercise of this Warrant require event that a registration statement under the Act with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor respect to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon underlying the Warrants is not effective or a current prospectus is not available, or an exemption from registration is not available, or because such exercise of this Warrant is listed on would be unlawful with respect to a registered holder in any national securities exchange or the Nasdaq Stock Marketstate, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company will, if permitted by be required to “net cash settle” the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantwarrant exercise.

Issuance of Shares. The Company covenants and agrees that all shares of Common Preferred Stock, Conversion Shares and Warrant Shares are duly authorized and, upon issuance in accordance with the terms of this Agreement, upon conversion of the shares of Preferred Stock that may be issued in accordance with the terms of the Certificate of Designation and upon the proper exercise of the rights represented by this Warrants in accordance with the terms of the Warrants, as applicable, the shares of Preferred Stock, Conversion Shares and Warrant will, upon issuance, Shares shall be validly issued, fully paid and nonassessablenon-assessable, free of any encumbrances, and free from all taxesshall not be subject to preemptive rights of stockholders of the Company. The terms, liens designations, powers, preferences and charges with respect relative, participating, and optional or special rights, and the qualifications, limitations, and restrictions of each series of preferred stock of the Company are as stated on the Certificate of Incorporation, as amended, the Bylaws, as amended and restated, and the Certificate of Designation, as amended and restated, filed on or prior to the issue thereofdate hereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of has reserved 1,180,000 shares of Common Stock for issuance to provide the Investors in connection with the conversion of the Preferred Stock issued or issuable to the Investors, including the issuance of the Conversion Shares, and 675,000 shares of Common Stock for issuance to the Investors in connection with the exercise of the Warrants issued or issuable to the Investors. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the exercise in full purpose of effecting the conversion of the rights represented by this Warrant. If Preferred Stock, including the issuance of the Conversion Shares, and exercise of the Warrants such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding Preferred Stock and to issue the Conversion Shares, and the exercise of all then outstanding Warrants; and if at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock and to issue the Conversion Shares, and the exercise of the Warrant in fullall then outstanding Warrants, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, may be necessary or advisable to increase the number of its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of for such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantpurposes.

Issuance of Shares. The Subject to the restrictions set forth in Section 5 below, upon surrender of the Warrants and payment of the Purchase Price as aforesaid, the Company covenants shall issue and agrees that deliver with all shares reasonable dispatch the certificate(s) for the Shares to or upon the written order of Common Stock that the Warrantholder and in such name or names as the Warrantholder may be issued designate. Such certificate(s) shall represent the number of Shares issuable upon the exercise of the rights represented by this Warrant willWarrants, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges together with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable a cash amount in respect of any fraction of a Share otherwise issuable upon such exercise. Certificates representing the issue Shares shall be deemed to have been issued and the person so designated to be named therein shall be deemed to have become a holder of this Warrant record of such Shares as of the date of the surrender of the Warrants and payment of the Purchase Price as aforesaid; notwithstanding that the transfer books for the Shares or any Common Stock or certificates therefor issuable other classes of stock purchasable upon the exercise of this Warrantthe Warrants shall then be closed or the certificate(s) for the Shares in respect of which the Warrants is then exercised shall not then have been actually delivered to the Warrantholder. As soon as practicable after each such exercise of the Warrants, the Company shall issue and deliver the certificate(s) for the Shares issuable upon such exercise, registered as requested. The Warrants shall be exercisable, at the election of the registered holder hereof, either as an entirety or from time to time for part of the number of Shares specified herein, but in no event shall fractional Shares be issued with regard to the exercise of the Warrants. In the event that only a portion of the Warrants is exercised at any time prior to the close of business on the Expiration Date, a new warrant certificate shall be issued to the Warrantholder for the remaining number of Shares purchasable pursuant hereto. The Company further covenants and agrees that shall cancel the Warrants when they are surrendered upon exercise. Prior to due presentment for registration of transfer of the Warrants, the Company will at all times have authorized shall deem and reserved, free from preemptive rights, a sufficient number treat the Warrantholder as the absolute owner of shares the Warrants (notwithstanding any notation of Common Stock to provide ownership or other writing on this warrant certificate made by anyone other than the Company) for the purpose of any exercise in full of hereof or any distribution to the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of Warrantholder and for all other purposes, and the Company shall not be sufficient to effect the exercise of the Warrant in full, subject affected by any notice to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantcontrary.

Issuance of Shares. The Company covenants Pursuant to the terms and agrees that all shares conditions of Common Stock that this Agreement, the Exchange Shares may not be issued upon under any circumstances if the exercise issuance of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect Exchange Shares would cause Lender to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, beneficially own a sufficient number of shares of Common Stock to provide for the exercise in full exceeding 9.99% of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock outstanding on the issuance date (the “Maximum Percentage”). The Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. Upon receipt of written confirmation from Lender that the issuance of the Company shall Exchange Shares (or any portion thereof designated be Lender) will not be sufficient to effect the exercise cause Lender’s ownership of the Warrant in fullCommon Stock to exceed the Maximum Percentage, subject Borrower shall be obligated to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel deliver to the Company, be necessary or advisable to increase Lender the number of its authorized shares Exchange Shares requested by Lender within two (2) business days of Common Stock as receipt of the applicable notice. All Exchange Shares delivered hereunder shall be sufficient delivered via DWAC to permit Lender’s designated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the exercise first date on which all Exchange Shares become Free Trading, the “Free Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the Warrant in fullclearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender. By written notice to Borrower, subject Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase61st day after delivery thereof. The Company further covenants foregoing 61-day notice requirement is enforceable, unconditional and agrees that if any shares non-waivable and shall apply to all affiliates and assigns of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantLender.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of 012704 shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, including the payment to the Company covenants of the aggregate Warrant Price for the Warrant Shares, the Warrant Shares shall be issued and agrees registered in the Issuer’s register of members in the name of the Holder, or, at the request of the Holder (provided that all shares a registration statement under the Securities Act providing for the resale of Common Stock the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal At Custodian (“DWAC”) by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Delivery Date”), and for purposes of Regulation SHO of the Securities Exchange Act of 1934 ,as amended, the Holder hereof shall be deemed to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the Warrant Shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or contemplated or proposed sale of the Warrant Shares or other exemption from registration by which the Warrant Shares may be issued upon without a restrictive legend and the exercise of Issuer’s transfer agent is participating in DTC through the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereofDWAC system. The Company further covenants agrees to maintain a transfer agent that is a participant in the FAST program of DTC so long as this Warrant remains outstanding and agrees that it will pay when due and payable any and all federal and state taxes which may exercisable. This Warrant shall be payable exercisable, either in respect its entirety or, from time to time, for part only of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented Warrant Shares referenced by this Warrant. If at this Warrant is submitted in connection with any time partial exercise and the number of authorized but unissued shares of Common Stock of Warrant Shares represented by this Warrant submitted for exercise is greater than the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the actual number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of Shares being acquired upon such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalshall, as soon as practicable, and in no event later than two Trading Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the case may be. If and so long as right to purchase the Common Stock issuable upon number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the exercise number of Warrant Shares with respect to which this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise Corporation will, as of the rights represented by this Warrant willtime the conversion is effected, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect issue to the issue thereof. The Company further covenants Holder such number of Conversion Shares as are properly required to satisfy the conversion provisions set out herein and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will shall at all times have reserve and keep available out of its authorized and reservedbut unissued Common Shares, free from preemptive rightssolely for the purpose of effecting any conversion pursuant hereto, a sufficient such number of shares its Common Shares as shall from time to time be sufficient to effect the conversion of Common Stock to provide for the exercise in full of the rights represented by this Warrantall Outstanding Principal. If at any time the number of authorized but unissued shares of Common Stock of the Company Conversion Shares shall not be sufficient to effect the exercise of relevant conversion, the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will Corporation shall take all such corporate action as may, in the opinion of counsel to the Company, may be necessary or advisable to increase the its authorized but unissued Conversion Shares to such number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in fullfor such purposes, subject to the limitations set forth in Section 1.3 heretoincluding, including without limitation, using its engaging in best efforts to obtain any necessary stockholder approval of such increasethe requisite shareholder approval, if applicable. The Company further covenants Conversion Shares issued upon conversion of this Convertible Debenture shall rank pari passu with, and agrees that if have all of the rights (including the right to receive all dividends and other distributions declared after the conversion), preferences, privileges, and obligations of, and shall be issued in accordance with the same terms and conditions as the Common Shares. As promptly as practicable, and in any shares event within two (2) Business Days following the delivery of capital stock the Conversion Notice or the Maturity Date, as applicable, the Corporation will deliver or cause to be reserved delivered to the Holder, its nominee or its assignee a share certificate, direct registration statement or certificates or direct registration statements representing such Conversion Shares. No fractional shares shall be issued upon any conversion pursuant hereto and all Conversion Shares (including fractions thereof) issuable upon conversion by the Holder shall be aggregated for the purpose of determining whether the conversion would result in the issuance of shares upon any fractional Conversion Share. If, after the exercise of this Warrant require registration with or approval aforementioned aggregation, the conversion would result in the issuance of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Marketfractional share, the Company willnumber of Conversion Shares to be issued shall be rounded down to the nearest whole Conversion Share. The Corporation shall not be required to make any payment to the Holder who, if permitted by absent this Section 2.5, would otherwise have been entitled to receive a fractional Conversion Share. For certainty, the rules Conversion Shares issued upon conversion shall be freely tradeable and shall be entitled to dividends declared in favour of such exchange holders of record of Common Shares on or marketafter the delivery of the Conversion Notice, list from which applicable date they will for all purposes be and keep listed on such exchange or market, upon official notice of issuance, all shares of such be deemed to be issued and outstanding as fully paid and non-assessable Common Stock issuable upon exercise of this WarrantShares.

Issuance of Shares. The Company covenants and agrees that all shares Subject to the provisions of Common Stock that may be issued Section 9, upon receipt of a Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Warrant Securities being purchased by such exercise, or upon exercise of the rights represented by this Conversion Right described in Section 4.6, the Company shall requisition from the Company's transfer agent certificates for Warrant willSecurities and upon receipt shall make delivery of certificates evidencing the total number of whole Warrant Securities for which Warrants are then being exercised or converted, together with cash as provided in Section 4.7 hereof in respect of any fractional Warrant Securities otherwise issuable upon issuancesuch surrender. The certificates shall be in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder; provided that if fewer than all Warrant Securities issuable on exercise of a Warrant Certificate are purchased, the Company shall issue a Warrant Certificate for the balance of the Warrant Securities. Such certificates for the Warrant Securities shall be validly deemed to be issued, fully paid and nonassessablethe person to whom such Warrant Securities are issued of record shall be deemed to have become a holder of record of such Warrant Securities, as of the date of the surrender of such Warrant Certificate and free from all taxespayment of the Exercise Price, liens and charges whichever shall last occur; provided further that if the books of the Company with respect to the issue thereof. The Company further covenants Warrant Securities shall be closed as of such date, the certificates for such Warrant Securities shall be deemed to be issued, and agrees that it will pay when due and payable any and all federal and state taxes which may the person to whom such Warrant Securities are issued of record shall be payable in respect deemed to have become a record holder of such Warrant Securities, as of the issue of this Warrant or any Common Stock or certificates therefor issuable date provided in Section 4.5 below, but at the Exercise Price and upon the exercise other conditions in effect upon the date of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise surrender of the Warrant in fullCertificate and payment of the Exercise Price, subject to the limitations set forth in Section 1.3 heretowhichever shall have last occurred, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. The Company covenants (a) Commencing at the Effective Time of the Pairing and agrees that all continuing until such time as the Pairing shall have been terminated in the manner herein provided: (i) Subsidiary shall not issue or agree to issue any shares of Common Subsidiary Series C Preferred Stock that may be issued upon to any person except Parent unless effective provision has been made for the exercise simultaneous issuance or transfer to the same person of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient same number of shares of Parent Class B Common Stock and for the pairing of such shares of Subsidiary and Parent and unless Subsidiary and Parent have agreed on the manner and basis of allocating the consideration to be received upon such issuance between Subsidiary and Parent or, if allocation of such consideration between them is not practicable, on the payment by one company to the other of cash or other consideration in lieu thereof. (ii) Parent shall not issue or agree to issue any shares of Parent Class B Common Stock to provide any person except Subsidiary unless effective provision has been made for the exercise in full simultaneous issuance or transfer to the same person of the rights represented same number of shares of Subsidiary Series C Preferred Stock and for the pairing of such shares of Parent and Subsidiary and unless Parent and Subsidiary have agreed on the manner and basis of allocating the consideration to be received upon such issuance between Parent and Subsidiary or, if allocation of such consideration between them is not practicable, on the payment by this Warrant. If at one company to the other of cash or other consideration in lieu thereof. (iii) Upon exercise of any time stock option or warrant granted by Jutvision Canada prior to the Amalgamation and assumed by Subsidiary or granted by Subsidiary after the Amalgamation, Parent agrees upon request of management of Subsidiary, that it will simultaneously issue a number of shares of Parent Class B Common Stock to Subsidiary or to the exercising optionee equal to the number of authorized but unissued shares Subsidiary Series C Preferred Shares issued by Subsidiary pursuant to such exercise, and Subsidiary agrees to pay Parent par value of each Parent Class B Common Share so issued at the date of exercise of such option, notwithstanding the provisions of subsection (i) of this Section 2. (b) Upon the conversion of the Subsidiary Series C Preferred Stock into Parent Common Stock pursuant to the rights of the Company shall not be sufficient to effect Subsidiary Series C Preferred Stock set forth in the exercise Articles of Amendment of the Warrant in fullSubsidiary, Parent shall issue Parent Common Stock to each holder of Subsidiary Series C Preferred Stock on a share for share basis, subject to the limitations restrictions and mechanics set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion Articles of counsel to the Company, be necessary or advisable to increase the number Amendment of its authorized shares Subsidiary and Certificate of Common Incorporation of Parent. Before any holder of Subsidiary Series C Preferred Stock as shall be sufficient entitled to permit convert the exercise of the Warrant in fullsame into Parent Common Stock, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with holder shall surrender (or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approvalconstructively surrender, as the case may be, if the certificate or certificates for such shares are being held for such holder by Subsidiary, or if Subsidiary has not yet issued and delivered such certificate or certificates to the holder) the certificate or certificates therefor, duly endorsed, together with an equal number of shares of Parent Class B Common Stock, at the office of the Subsidiary or of any transfer agent for the Subsidiary Series C Preferred Stock, and shall give written notice to the Subsidiary at such office and to Parent at its office that such holder elects to convert the same and shall state therein the name of such holder or the name or names of the nominees of such holder in which such holder wishes the certificate or certificates for Parent Common Stock to be issued. If The Parent shall, as soon as practicable thereafter and so long upon receipt of payment from Subsidiary of the par value for the shares of Parent Common Stock, issue and deliver at such office to such holder of Subsidiary Series C Preferred Stock, or to such holder's nominee or nominees, a certificate or certificates for the number of shares of Parent Common Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Subsidiary Series C Preferred Stock to be converted, and the person or persons entitled to receive the Parent Common Stock issuable upon conversion shall be treated for all purposes as the exercise of this Warrant is listed on any national securities exchange record holder or the Nasdaq Stock Market, the Company will, if permitted by the rules holders of such exchange or market, list and keep listed Parent Common Stock on such exchange or market, upon official notice of issuance, all date. Parent shall have no obligation to issue shares of such Parent Common Stock issuable upon exercise to the holder of this WarrantSubsidiary Series C Preferred Stock until such holder has surrendered its certificates representing the number of Subsidiary Series C Preferred Stock converted and an equal number of shares of Parent Class B Common Stock or such holder provides Subsidiary and Parent with lost certificate affidavit(s), in a form acceptable to both.

Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and 143 as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

Issuance of Shares. (1) The Company Warrants, when issued as herein provided, and in the case of a Warrant Certificate, when countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Agreement, the Corporation shall cause the Shares to be acquired pursuant to the valid exercise of Warrants under this Agreement and the certificates representing such Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve, and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder. All Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. (2) As long as any Warrants remain outstanding, the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) it will maintain its corporate existence and agrees carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer or equivalent under the applicable securities laws of at least one of the provinces or territories of Canada (but this shall in no way prevent any tender offer, merger or similar transaction); (c) it will use commercially reasonable efforts to maintain the listing of its outstanding Shares on the Exchange and to seek to ensure the Shares issuable upon the exercise of the Warrants will be listed and posted for trading on such exchange simultaneously with or as soon as practicable following their issue (but this shall in no way prevent any tender offer, merger or similar transaction); (d) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Agreement; (e) it will reserve and there shall be conditionally allotted but unissued out of its authorized capital, that number of Shares sufficient to enable the Corporation to meet its obligations hereunder; (f) all shares of Common Stock that may be Shares which are issued upon the exercise of the rights represented by this Warrant willright to subscribe for and purchase provided for herein, upon issuancepayment of the Exercise Price, shall be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect non-assessable; (g) it will give notice to the issue thereof. The Company further covenants Warrant Agent and agrees that Holders of a default under the terms of this Agreement; and (h) it will pay when due duly and payable any punctually perform and carry out all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants acts and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock things to be reserved for the purpose of the issuance of shares upon the exercise of done by it as provided in this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantAgreement.

Issuance of Shares. The Upon receipt by the Company covenants from the Holder of a facsimile transmission or e-mail or overnight FedEx of a Notice of Exercise, the Company shall issue and agrees deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Shares (or cause the electronic delivery of the Shares as contemplated by Section 2(d) hereof) within three (3) Trading Days after such receipt (the “Deadline”). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Shares or to which the Holder is entitled hereunder and register such Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (an “Exercise Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Exercise Failure an amount equal to 2.0% of the product of (A) the sum of the number of Exercise Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Shares to the Holder without violating this Section 2(b) and (ii) the Holder, upon written notice to the Company, may void its Notice of Exercise with respect to, and retain or have returned, as the case may be, any portion of this Warrant that all has not been exercised pursuant to such Notice of Exercise; provided that the voiding of an Notice of Exercise shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that may be issued upon the exercise Holder anticipated receiving from the Company, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Shares) or credit such Holder’s balance account with DTC for such Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to Buy-In Price over the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect product of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient (A) such number of shares of Common Stock to provide for Stock, times (B) the exercise in full closing sales price of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock on the date of exercise. Nothing shall limit the Company shall not be sufficient Holder’s right to effect the exercise pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel specific performance and/or injunctive relief with respect to the Company, be necessary ’s failure to timely deliver certificates representing the Shares (or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of electronically deliver such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares Shares) upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then as required pursuant to the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrantterms hereof.

Issuance of Shares. The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased, at the principal office of the Company covenants during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company if any law or regulation requires the Company to take any action with respect to the Shares prior to the issuance thereof), the Company shall accept payment for the Shares and shall deliver to the Optionee an appropriate certificate or certificates for the Shares as to which the Option was exercised. The Optionee acknowledges and agrees that all shares the Shares to be acquired upon exercise of Common Stock the Option shall be subject to the Company's Stockholders' Agreement as in effect from time to time and the Management Agreement, and the issuance of Shares pursuant to the exercise of this Option shall be expressly conditioned upon the Optionee's execution of such agreements. The Option price of any Shares shall be payable at the time of exercise and shall only be payable through the Optionee's delivery to the Company of Shares that may would otherwise be issued acquired upon the exercise of the rights represented Option (the "WITHHELD SHARES"). The fair market value of the number of Shares to be acquired by this Warrant willthe Optionee upon exercise of the Option, upon issuancenet of the Withheld Shares, shall be validly issued, fully paid equal to $447,205 (the "ACQUIRED SHARES") plus the value of Dividends (as provided for in Article 4 of the Amended and nonassessable, and free Restated Certificate of Incorporation of VI Acquisition Corp.) accrued on the Acquired Shares from the Effective Date. The Company shall pay all taxes, liens and charges original issue taxes with respect to the issue thereofissuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue holder of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times Option shall have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented of a stockholder only with respect to those Shares covered by this Warrant. If at any time the number of authorized but unissued shares of Common Stock Option which have been registered in the holder's name in the share register of the Company shall not be sufficient to effect upon the due exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this WarrantOption.