Common use of Legend on Warrant Shares Clause in Contracts

Legend on Warrant Shares. Upon exercise of this Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED (a) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (e) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPHS (d) AND (e), AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that any certificate representing any Common Shares issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND XXXXX X. XXXXXX (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND XXXXXX X. XXXX (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for ------------------------ Shares initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND ONYX XXXXXX PARTNERS, L.P. (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for ------------------------ Shares initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND XXXX X. XXXXXXX (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND ONYX XXXXXX PARTNERS, L.P. (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares initially issued upon -- exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPHS (d) AND (e), AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY AND NOT WITH A DULY EXECUTED DECLARATIONVIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, IN AND AGREES TO COMPLY WITH THE WARRANT AGREEMENT, DATED AS OF MAY 30, 2001, BY AND AMONG EVERCOM, INC., A FORM REASONABLY SATISFACTORY TO DELAWARE CORPORATION (THE COMPANY "COMPANY") AND THE HOLDER, THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, AND ITS TRANSFER AGENTSHAREHOLDERS AND WARRANTHOLDERS, TO AND THE EFFECT THAT SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that COMPANY, AND ITS SHAREHOLDERS AND WARRANTHOLDERS. Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon exercise of this Warrant, the certificates evidencing the Each certificate for Warrant Shares shall bear, until such time bear a legend substantially as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, the following legendfollows: “THE SECURITIES REPRESENTED HEREBY REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED("THE SECURITIES ACT”) NOR "), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND HAVE BEEN SOLD IN RELIANCE UPON EXEMPTIONS THEREUNDER. THE SALE, PLEDGE OR OTHER TRANSFER OF SUCH SECURITIES IS RESTRICTED IN ACCORDANCE WITH THE SECURITIES ACT OF ANY STATE OF AND SUCH SECURITIES LAWS. THE UNITED STATES. HOLDER HEREOF AGREES THAT THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALEEXCEPT (1) TO THE COMPANY, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED (a2) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (e3) IN COMPLIANCE WITH OR PURSUANT TO ANOTHER EXEMPTION EXEMPTIONS FROM THE REGISTRATION UNDER OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPHS (d) AND (e), AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any certificate issued at any time in exchange or substitution for any certificate representing any Common Shares bearing such legends (except a new certificate issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Company is upon completion of a “foreign issuer” as that term is defined by Regulation S public distribution pursuant to a registration statement under the Securities Act at of securities represented thereby) also shall bear such legends unless, in the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery case of the certificate evidencing such securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S legend regarding registration under the Securities Act. Notwithstanding anything , in the opinion of counsel reasonably acceptable to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentenceCompany, the Company irrevocably instructs the Transfer Agent to issue securities represented thereby no longer require such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPHS (d) AND (e), AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY AND NOT WITH A DULY EXECUTED DECLARATIONVIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, IN AND AGREES TO COMPLY WITH THE WARRANT AGREEMENT, DATED AS OF MARCH 12, 1999, BY AND AMONG EVERCOM, INC., A FORM REASONABLY SATISFACTORY TO DELAWARE CORPORATION (THE COMPANY "COMPANY") AND THE HOLDER, THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, AND ITS TRANSFER AGENTSHAREHOLDERS AND WARRANTHOLDERS, TO AND THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that any certificate representing any Common Shares issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.SHAREHOLDERS AGREEMENT DATED AS OF

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND XXXX X. XXXXXXX (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.

Legend on Warrant Shares. Upon The Warrant and each certificate for Shares ------------------------ initially issued upon exercise of this the Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES"). THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF EXCEPT (aI) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (eII) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS PURSUANT TO ANOTHER AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING SUCH SECURITIES ACT FOR INVESTMENT PURPOSES ONLY AND APPLICABLE STATE SECURITIES LAWSNOT WITH A VIEW TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND IN AGREES TO COMPLY WITH THE CASE WARRANT AGREEMENT, DATED AS OF SUBPARAGRAPHS DECEMBER 27, 1996 BY AND AMONG XXXXXX HOLDINGS, INC., A DELAWARE CORPORATION (dTHE "COMPANY") AND CIBC WOOD GUNDY VENTURES, INC. (eTHE "HOLDER"), AFTER PROVIDING A LEGAL OPINION OR THE REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY AND THE HOLDER, AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, THE HOLDER AND OTHER EVIDENCE WARRANTHOLDERS AND SHAREHOLDERS OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that Any warrant or certificate issued at any certificate representing any Common Shares issued time in exchange therefor or in substitution thereof will for any warrant or certificate bearing such legend shall also bear the same legendabove legend unless, provided, however, that if in the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery opinion of the certificate evidencing Company's counsel or such other counsel as shall be reasonably approved by the Company, the securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, represented thereby are no longer subject to the effect that the sale of the securities is being made restrictions referred to in compliance with Rule 904 of Regulation S under the Securities Act. Notwithstanding anything to the contrary in this Warrant, so long as there shall be an effective Registration Statement (as defined in the Securities Purchase Agreement) covering the Common Shares issuable upon exercise of this Warrant, if the Holder notifies the Company and the Transfer Agent of its intent to sell the Common Shares issuable upon exercise of this Warrant within twenty (20) Business Days of receipt of such Common Shares, any such Common Shares issued upon exercise of this Warrant shall not bear any legend. In the event the Holder gives notification in accordance with the preceding sentence, the Company irrevocably instructs the Transfer Agent to issue such Common Shares without a legend. The Holder hereby covenants to sell the Common Shares issued upon exercise of this Warrant pursuant to the first sentence of this paragraph in compliance with the Plan of Distribution set forth in the Registration Statement and in compliance with all United States securities laws. The Holder will notify the Company at the end of each calendar quarter of the sale of the Common Shares issued upon exercise of this Warrant.