Common use of Negotiability Clause in Contracts

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker holder or owner hereof by the taking hereof consents and agrees: (a) Absent an effective registration statement No holder of this Warrant shall, as such, be entitled to vote or to receive dividends or to be deemed the holder of Common Stock that may at any time be issuable upon exercise of the Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon such holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such holder shall have exercised the Warrant and been issued shares of the Common Stock in accordance with the provisions hereof; (b) neither this Warrant nor any shares of Common Stock purchased pursuant to this Warrant are registered under the Securities Act of 19331933 and applicable state securities laws. Therefore, the Company may require, as amended (a condition of allowing the "Act")transfer or exchange of this Warrant or, covering until a registration statement for such shares has been filed with and declared effective by the disposition Securities and Exchange Commission and applicable state securities commissions, such shares, that the holder or transferee of this Warrant or the shares of Series B Preferred Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing furnish to the Company with an opinion of counsel (which may be counsel for reasonably acceptable to the Company) Company to the effect that such sale transfer or transfer will exchange may be exempt from made without registration under the registration Securities Act of 1933 and prospectus delivery requirements of the Actapplicable state securities laws. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under Until a registration statement covering for such shares has been filed with and declared effective by the Securities and Exchange Commission and applicable state securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for valuelaws; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to all rights represented hereby.and (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Common Stock issued pursuant to this Warrant, unless at the same time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) represented shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant Permanent Global Note is issued upon the following terms, to all of which each taker or owner hereof consents a bearer document and agreesnegotiable and accordingly: (a) Absent an effective registration statement under is freely transferable by delivery and such transfer shall operate to confer upon the Securities Act of 1933, as amended (transferee all rights and benefits appertaining hereto and to bind the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or transferee with all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) obligations appertaining hereto pursuant to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act.Conditions; (b) Any person in possession the holder of this Warrant properly endorsed Permanent Global Note is authorized and shall be absolutely entitled as against all previous holders to represent itself as absolute owner hereof receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent Global Note and is granted power to transfer absolute title hereto by endorsement the Issuer has waived against such holder and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all any previous holder of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to Permanent Global Note all rights represented hereby.of set off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and (c) Until payment upon due presentation of this Warrant is transferred Permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent Global Note. No provisions of this Permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the books of Notes when due in accordance with the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof Conditions. This Permanent Global Note shall not be entitled to valid or become obligatory for any rights of a shareholder purpose until authenticated by or on behalf of the Company Principal Paying Agent and effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems. This Permanent Global Note and any non-contractual obligations arising out of or in connection with respect to shares for which this Warrant it shall be exercisable, including, without limitation, the right to vote, to receive dividends governed by and construed in accordance with English law. By: This Permanent Global Note is authenticated by or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings on behalf of the CompanyPrincipal Paying Agent as Principal Paying Agent For the purposes of authentication only Authorised Signatory By: This Permanent Global Note is effectuated by as Common Safekeeper For the purposes of effectuation only Authorised Signatory By: ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, except INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Notes as provided hereinthe First Schedule] Further information relating to Aeroporti di Roma S.p.A. 1. Name: Aeroporti di Roma - Società per azioni. (e) 2. Corporate object: The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable corporate object of Aeroporti di Roma - Società per azioni, as set out in respect Article 4 of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.its By- laws, are: [●]

Negotiability. This Warrant is issued upon and subject to the following terms, to all of which each taker or owner hereof consents and agrees: (a) Absent an effective registration statement No holder of this Warrant shall, as such, be entitled to vote or to receive dividends or to be deemed the holder of Common Stock that may at any time be issuable upon exercise of the Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon such holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such holder shall have exercised the Warrant and been issued shares of the Common Stock in accordance with the provisions hereof, except in all cases as otherwise provided in Sections 3 and 4. (b) Neither this Warrant nor any shares of Common Stock purchased pursuant to this Warrant are registered under the Securities Act of 1933, as amended (the "Act"), covering or applicable state securities laws. Therefore, the disposition Company may require, as a condition of allowing the transfer or exchange of this Warrant or, until a registration statement for such shares has been filed with and declared effective by the Securities and Exchange Commission and applicable state securities commissions, that the holder or transferee of this Warrant or the shares of Series B Preferred Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing furnish to the Company with an opinion of counsel (which may be reasonably acceptable to the Company and its counsel for the Company) to the effect that such sale transfer or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder made without violation of registration under the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof Act and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to all rights represented herebyapplicable state securities laws. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary. (d) Prior to the exercise of Neither this WarrantWarrant nor any portion hereof, the holder hereof shall not be entitled to nor any rights of a shareholder of the Company with respect to shares for which hereunder, may be assigned, sold, transferred, hypothecated or conveyed until such time as this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except is exercisable as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that ; provided, that, the initial holder may be payable in respect of any transfer involved in the transfer or delivery of assign this Warrant or the issuance any portion hereof, or conversion or delivery of certificates for Series B Preferred Stock in a name other than that rights hereunder, to officers of the registered initial holder of this Warrant or prior to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established time, subject to the Company's satisfaction that no such tax or charge is dueterms, conditions and restrictions set forth herein.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Class A Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Class A Common Stock issued pursuant to this Warrant Warrant, unless at the same time of exercise such shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) represented shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Class A Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Class A Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Except as provided in the Certificate of Incorporation, as amended, and Amended and Restated By-laws of the Company, and subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Stock Warrant Shares issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or sharesWarrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock Warrant Shares issued pursuant to this Warrant, unless at the same time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR APPLICABLE STATE SECURITIES LAWS AND OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE EFFECT THAT THE PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWSEFFECTUATED WITHOUT REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinherein or in the Agreement. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock Warrant Shares in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock Warrant Shares upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant Option is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Absent an effective registration statement under Except for transfer (1) to and among the Securities Act officers of 1933the holder, as amended (the "Act"), covering the disposition of this Warrant 2) pursuant to testamentary instrument or the shares laws of Series B Preferred Stock issued descent and distribution, or issuable upon exercise (3) pursuant to order of a court of competent jurisdiction in connection with to the dissolution or liquidation of a corporate holder hereof, the holder will title to this Option may not sell be sold, assigned, hypothecated or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel transferred for the Company) to the effect that such sale or transfer will be exempt one year from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Actdate hereof. (b) Any Subject to Section 5, the foregoing subparagraph (a), and the next subparagraph (c), any person authorized to be a holder as specified in subpara graph (a) above, in possession of this Warrant Option properly endorsed endorsed, is authorized to represent itself himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each holder in due course. Each prior taker or owner waives and renounces all of its his equities or rights in this Warrant Option in favor of every such bona fide purchaserholder in due course, and every such, bona fide purchaser such holder in due course shall acquire absolute title hereto and to all rights represented hereby. (c) Transfers permitted by the terms hereof shall not be effective until the Company is satisfied that all requirements hereunder have been met and the transferor has executed and the Company has received the Assignment Form attached hereto with the transferor's signature duly guaranteed by a bank or member of the National Association of Securities Dealers, Inc. Until this Warrant Option is transferred on the books of the Company, the Company may treat the registered regis tered holder of this Warrant Option as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (da) Prior to the exercise of this WarrantAs used herein, the holder hereof term "Warrant" or "Warrants" shall not be entitled to any rights of a shareholder of mean those Warrants described in the Registration Statement filed by the Company with respect to shares for which this Warrant shall be exercisableon, includingOctober 10, without limitation1995, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsas thereafter amended, and shall not be entitled identical to receive any notice of any proceedings of those warrants included in the CompanyUnits sold pursuant to such Registration Statement and such Warrants shall, except as otherwise provided for herein. (e) The Company shall not , be required to pay any Federal or state transfer tax or charge governed by that may be payable in respect certain Warrant Agreement of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid ____________ ___, 199_, executed by the holder Company and filed as part of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is dueRegistration Statement.

Negotiability. This Warrant Option is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Absent an effective registration statement under Except for transfer (1) to and among the Securities Act officers of 1933the holder, as amended (the "Act"), covering the disposition of this Warrant 2) pursuant to testamentary instrument or the shares laws of Series B Preferred Stock issued descent and distribution, or issuable upon exercise (3) pursuant to order of a court of competent jurisdiction in connection with to the dissolution or liquidation of a corporate holder hereof, the holder will title to this Option may not sell be sold, assigned, hypothecated or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel transferred for the Company) to the effect that such sale or transfer will be exempt one year from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Actdate hereof. (b) Any Subject to Section 5, the foregoing subparagraph (a), and the next subparagraph (c), any person authorized to be a holder as specified in subparagraph (a) above, in possession of this Warrant Option properly endorsed endorsed, is authorized to represent itself himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each holder in due course. Each prior taker or owner waives and renounces all of its his equities or rights in this Warrant Option in favor of every such bona fide purchaserholder in due course, and every such, bona fide purchaser such holder in due course shall acquire absolute title hereto and to all rights represented hereby. (c) Transfers permitted by the terms hereof shall not be effective until the Company is satisfied that all requirements hereunder have been met and the transferor has executed and the Company has received the Assignment Form attached hereto with the transferor's signature duly guaranteed by a bank or member of the National Association of Securities Dealers, Inc. Until this Warrant Option is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Option as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (da) Prior to the exercise of this WarrantAs used herein, the holder hereof term "Common Stock" shall mean and include the Company's presently authorized shares of Common Stock and shall also include any capital stock of any class of the Company hereafter authorized which shall not be entitled limited to any fixed sum or percentage of par value in respect to the rights of a shareholder the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company; provided that the shares purchasable pursuant to this Option shall include shares designated as Common Stock of the Company with respect to on the date of original issue of this Option or, in the case of any reclassification of the outstanding shares for which this Warrant shall be exercisable, including, without limitationthereof, the right to votestock, to receive dividends securities or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as assets provided hereinfor in paragraph above. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to Section 9.2 hereof and the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and the applicable state securities laws covering the disposition of this Warrant or and the shares of Series B Preferred Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without counsel reasonably acceptable to the Company first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the ActAct and the applicable state securities laws. Each certificate representing shares of Series B Preferred Common Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH SECURITIES LAWSREGISTRATION. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to for the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the ActAct or of the applicable state securities laws. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (dc) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (ed) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Except as provided in the Letter Agreement and subject to the legends appearing on the first page of this Warrant, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end of this Warrant, including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Common Stock issued or issuable upon exercise hereofof this Warrant, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Common Stock issued pursuant to this Warrant, unless at the same time of exercise such Warrant shares are registered under the Act, shall bear a the legend in substantially the following form on the face thereoftheir face: THESE THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS ACT, AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACTS OR RESOLD ONLY IN COMPLIANCE WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES LAWSREGISTRATION IS NOT REQUIRED. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel satisfactory to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof of this Warrant, and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof of this Warrant for all purposes without being affected by any notice to the contrary. (d) Prior to Before the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant Option is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Absent an effective registration statement under Except for transfer (1) to and among persons who are both officers and shareholders of the Securities Act of 1933holder, as amended (the "Act"), covering the disposition of this Warrant 2) pursuant to testamentary instrument or the shares laws of Series B Preferred Stock issued descent and distribution, or issuable upon exercise (3) pursuant to order of a court of competent jurisdiction in connection with to the dissolution or liquidation of a corporate holder hereof, the holder will title to this Option may not sell be sold, assigned, hypothecated or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel transferred for the Company) to the effect that such sale or transfer will be exempt one year from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Actdate hereof. (b) Any Subject to Section 5, the foregoing subparagraph (a), and the next subparagraph (c), any person authorized to be a holder as specified in subparagraph (a) above, in possession of this Warrant Option properly endorsed endorsed, is authorized to represent itself himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each holder in due course. Each prior taker or owner waives and renounces all of its his equities or rights in this Warrant Option in favor of every such bona fide purchaserholder in due course, and every such, bona fide purchaser such holder in due course shall acquire absolute title hereto and to all rights represented hereby. (c) Transfers permitted by the terms hereof shall not be effective until the Company is satisfied that all requirements hereunder have been met and the transferor has executed and the Company has received the Assignment Form attached hereto with the transferor's signature duly guaranteed by a bank or member of the National Association of Securities Dealers, Inc. Until this Warrant Option is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Option as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (da) Prior to the exercise of this WarrantAs used herein, the holder hereof term "Warrant" or "Warrants" shall not be entitled to any rights of a shareholder of mean those Warrants described in the Registration Statement filed by the Company with respect to shares for which this Warrant shall be exercisableon, includingOctober 10, without limitation1995, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsas thereafter amended, and shall not be entitled identical to receive any notice of any proceedings of those warrants included in the CompanyUnits sold pursuant to such Registration Statement and such Warrants shall, except as otherwise provided for herein. (e) The Company shall not , be required to pay any Federal or state transfer tax or charge governed by that may be payable in respect certain Warrant Agreement of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid ____________ ___, 199_, executed by the holder Company and filed as part of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is dueRegistration Statement.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Except as provided in the Subscription Agreement dated April __, 1999 by and between the Company and the holder hereof, the Certificate of Incorporation and Bylaws of the Company, to the extent the holder hereof is a party to the Securities Holders Agreement dated as of February 2, 1999, among the Company and the investors named therein (the "SHA"), the SHA, and subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Common Stock issued pursuant to this Warrant, unless at the same time of exercise such Warrant shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Warrant Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Warrant Stock issued pursuant to this Warrant, unless at the same time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH SUCH SECURITIES LAWS. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) represented shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Except as provided in the Certificate of Incorporation, as amended, and Amended and Restated By-laws of the Company, and subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Warrant or the shares of Series B Preferred Stock Warrant Shares issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or sharesWarrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Each certificate representing shares of Series B Preferred Stock Warrant Shares issued pursuant to this Warrant, unless at the same time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR APPLICABLE STATE SECURITIES LAWS AND OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE EFFECT THAT THE PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE TRANSFERRED OR RESOLD ONLY EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES ARE SUBJECT TO THE RESTRICTIONS ON THEIR TRANSFER SET FORTH IN COMPLIANCE WITH SUCH A SECURITIES LAWSPURCHASE AGREEMENT DATED DECEMBER 26, 2000. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinherein or in the Agreement. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Stock Warrant Shares in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Stock Warrant Shares upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to Section 9.2 hereof and the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and the applicable state securities laws covering the disposition of this Warrant or and the shares of Series B Preferred Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without counsel reasonably acceptable to the Company first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the ActAct and the applicable state securities laws. Each certificate representing shares of Series B Preferred Common Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof: ; THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH SECURITIES LAWSREGISTRATION. Any certificate representing securities issued at any time in exchange or substitution for any certificate bearing such legend (except a certificate issued upon completion of a distribution under a registration statement covering the securities represented) shall also bear such legend unless, in the opinion of counsel to for the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the ActAct or of the applicable state securities laws. (b) Any person in possession of this Warrant properly endorsed is authorized to represent itself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of its equities or rights in this Warrant in favor of every such bona fide purchaser, and every such, bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (dc) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (ed) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Series B Preferred Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Series B Preferred Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.